| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bain Capital Specialty Finance, Inc. [ BCSF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/05/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/05/2020 | X | 2,174,062(1)(2) | A | $10.22 | 10,870,314.67 | I | See Footnotes(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights | $10.22 | 06/05/2020 | X | 8,696,252 | 05/13/2020 | 06/05/2020 | Common Stock | 2,174,062 | $0.00 | 0 | I | See Footnotes(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On June 5, 2020, Bain Capital Distressed and Special Situations 2016 (F), L.P. ("F Holdings") and Bain Capital Credit Holdings (MRF), L.P. ("MRF Holdings") each exercised in full its primary subscription rights (every 4 subscription rights entitling it to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the May 13, 2020 record date for the rights offering. |
| 2. Pursuant to the rights offering, each of F Holdings and MRF Holdings has also exercised its over-subscription privilege and may acquire additional shares of Common Stock pursuant thereto. Any such additional shares (once determined) will be reported on a subsequent Form 4. |
| 3. Following the transactions described herein, shares of Common Stock are directly held by the following entities: (a) 9,116,331.48 by F Holdings, whose general partner is Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. ("F Holdings GP"), and (b) 1,753,983,19 by MRF Holdings and together with F Holdings, the "Funds"), whose general partner is Bain Capital Credit Holdings Investors (MRF), LP ("MRF Holdings GP"). Bain Capital Credit Member, LLC ("BCCM") is the general partner of F Holdings GP and MRF Holdings GP. |
| 4. BCCM may be deemed to share beneficial ownership of all 10,870,314.67 shares of Common Stock held of record by the Funds, but disclaims beneficial ownership of such shares, except to the extent of its respective pecuniary interest therein. |
| /s/ Bain Capital Credit Member, LLC | 06/08/2020 | |
| /s/ Bain Capital Distressed and Special Situations 2016 (F), L.P. | 06/08/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
