| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Diameter Credit Co (Name of Issuer) |
Common Shares, $0.001 par value per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons ICONIQ Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,437,672.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons ICONIQ Capital Group, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,437,672.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, PN |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons ICONIQ Capital Group GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,437,672.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO, HC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Makan Divesh | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,437,672.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Diameter Credit Co | |
| (b) | Address of issuer's principal executive
offices: 55 Hudson Yards, 29th Floor, New York, New York, 10001 | |
| Item 2. | ||
| (a) | Name of person filing: ICONIQ Capital, LLC, a Delaware limited liability company ("ICONIQ Capital"), is the investment manager to BB Holdings BD LP ("Fund"). ICONIQ Capital Group, L.P., a Delaware limited partnership ("ICONIQ Group"), is the sole member of ICONIQ Capital. ICONIQ Capital Group GP, LLC, a Delaware limited liability company ("ICONIQ Group GP"), is the general partner of ICONIQ Group. Divesh Makan, a citizen of the United States ("Makan"), is the sole member of ICONIQ Group GP (together with ICONIQ Capital, ICONIQ Group and ICONIQ Group GP, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is c/o ICONIQ Capital, 50 Beale Street, Suite 2300, San Francisco, CA 94105. | |
| (c) | Citizenship: (i) ICONIQ Capital is a Delaware limited liability company, (ii) ICONIQ Group is a Delaware limited partnership, (iii) ICONIQ Group GP is a Delaware limited liability company, and (iv) Mr. Makan is a United States citizen. | |
| (d) | Title of class of securities: Common Shares, $0.001 par value per share | |
| (e) | CUSIP No.: 000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: ICONIQ Capital may be deemed to beneficially own 1,437,672 shares of Common Shares, $0.001 par value per share ("Common Stock"), held by the Fund. ICONIQ Group may be deemed to beneficially own 1,437,672 shares of Common Stock, beneficially owned by ICONIQ Capital. ICONIQ Group GP may be deemed to beneficially own 1,437,672 shares of Common Stock, beneficially owned by ICONIQ Group. Makan may be deemed to beneficially own 1,437,672 shares of Common Stock, beneficially owned by ICONIQ Group GP. | |
| (b) | Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.3% of the shares of Common Stock, based on 16,167,157 shares of Common Stock outstanding as of November 7, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 7, 2024, plus 6,693,312 shares of Common Stock issued on November 12, 2024 and December 16, 2024, as reported in the Issuer's Form 8-K filed with the SEC on December 19, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 1,437,672 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 1,437,672 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
|
|
|
|