Muzinich US Private Debt, SCSp Form 4 Muzinich BDC / US Private Debt, SCSp Muzinich 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^*

Muzinich US Private Debt, SCSp

(Last) (First) (Middle)

49 AVENUE J.F. KENNEDY

(Street)

LUXEMBOURG N4 L-1855

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Muzinich BDC, 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)
08/22/2023

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(1)	08/22/2023		P		12,269.1	A	$1,075	107,138.5(2)	D
Common Stock(1)	08/22/2023		P		12,269.1	A	$1,075	107,138.5(2)	I	By Muzinich US Private Debt General Partner, S.a r.l., as the GP of Muzinich US Private Debt, SCSp(2)

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^*

Muzinich US Private Debt, SCSp

(Last) (First) (Middle)

49 AVENUE J.F. KENNEDY

(Street)

LUXEMBOURG N4 L-1855

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Muzinich US Private Debt General Partner, S.a r.l.

(Last) (First) (Middle)

12E, RUE GUILLAUME KROLL

(Street)

LUXEMBOURG N4 L-1882

(City) (State) (Zip)

Explanation of Responses:

1. Muzinich BDC, Inc. (the "Issuer") common stock, par value $0.001 per share ("Common Stock").

2. Muzinich US Private Debt General Partner, S.a r.l. (the "General Partner") is entitled to receive a de minimis fixed dollar amount of the profits of Muzinich US Private Debt, SCSp (the "Partnership") on an annual basis. Accordingly, the General Partner's proportionate interest in the profits of the Partnership will vary depending on the amount of such profits in the relevant period, and therefore the General Partner has reported beneficial ownership of all securities held by the Partnership. In accordance with Section 16 of the Securities Exchange Act of 1934, the General Partner hereby disclaims beneficial ownership of all securities reported herein except to the extent of its pecuniary interest.

	Muzinich US Private Debt, SCSp, By: Muzinich US Private Debt General Partner, S.a r.l., By: /s/ Paul Fehre, Manager	08/24/2023
	Muzinich US Private Debt General Partner, S.a r.l., By: /s/ Paul Fehre, Manager	08/24/2023
	** 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).
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