TCG BDC II Form 4 TCG BDC II / COMMERCIAL BANK NATIONAL ownership change

SEC Form 4

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^*

NATIONAL COMMERCIAL BANK

(Last) (First) (Middle)

KING ABDUL AZIZ STREET

P.O. BOX 3555

(Street)

JEDDAH T0 21481

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TCG BDC II, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/06/2020		P(1)		20,746	A	$20.42	6,187,389.431	I	See notes(1)(3)(4)
Common Stock	03/06/2020		P(2)		319,166	A	$20.42	6,506,555.431	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

NATIONAL COMMERCIAL BANK

(Last) (First) (Middle)

KING ABDUL AZIZ STREET

P.O. BOX 3555

(Street)

JEDDAH T0 21481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NCB CAPITAL Co

(Last) (First) (Middle)

4TH FLOOR TOWER B, NCB REGIONAL BUILDING

KING SAUD ROAD, P.O. BOX 22216

(Street)

RIYADH T0 11495

(City) (State) (Zip)

Explanation of Responses:

1. Represents 20,746 shares of common stock of the Issuer acquired by the Joint Filer on March 6, 2020.

2. Represents 319,166 shares of common stock of the Issuer acquired by the Reporting Person on March 6, 2020.

3. The Reporting Person is the parent entity of the Joint Filer. After giving effect to the acquisitions reported on this Form 4, the aggregate number of shares beneficially owned by the Reporting Person is 6,506,555.431, which includes the shares of common stock of the Issuer owned by the Joint Filer. Based on the total number of shares that will be issued effective on or around March 18, 2020 pursuant to the Issuer's capital call dated March 6, 2020 - 37,728,261 shares of common stock of the Issuer as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 9, 2020 --, the percentage of common stock of the Issuer beneficially owned, in the aggregate, by the Reporting Person will be 17.25%.

4. Based on the total number outstanding shares of common stock of the Issuer as of March 3, 2020, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 5, 2020 (35,769,223), the percentage of the outstanding shares of common stock beneficially owned, in the aggregate, by the Reporting Person is 18.19%.

Remarks:

Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.

	THE NATIONAL COMMERCIAL BANK By: /s/ Ali K. Shubbar Name: Ali K. Shubbar Title: Head, Treasury Operations & Bahrain Operations	03/10/2020
	THE NATIONAL COMMERCIAL BANK By: /s/ Reem Al-Majed Name: Reem Al-Majed Title: Treasurer, Bahrain Branch	03/10/2020
	NCB CAPITAL COMPANY By: /s/ Abdullah Alnahdi Name: On behalf of Wisam Fasihaldin Title: Chief Finance Officer	03/10/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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