First Eagle Credit Opportunities Fund Form 5 / Melanie Dow ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Dow Melanie

(Last)

(First)

(Middle)

1345 AVENUE OF AMERICAS

48TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
First Eagle Credit Opportunities Fund [ FECOF ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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

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

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	03/31/2021		4A	4.824		⁽¹⁾	⁽¹⁾	Common Shares	4.824	$26.16	4.824	D
Phantom Stock	⁽¹⁾	04/01/2021		4A	795.107		⁽¹⁾	⁽¹⁾	Common Shares	795.107	$26.16	799.931	D
Phantom Stock	⁽¹⁾	05/03/2021		4A	4.382		⁽¹⁾	⁽¹⁾	Common Shares	4.382	$26.27	804.313	D
Phantom Stock	⁽¹⁾	05/28/2021		4A	6.808		⁽¹⁾	⁽¹⁾	Common Shares	6.808	$26.22	811.121	D
Phantom Stock	⁽¹⁾	06/30/2021		4A	7.332		⁽¹⁾	⁽¹⁾	Common Shares	7.332	$26.31	818.453	D
Phantom Stock	⁽¹⁾	07/30/2021		4A	6.646		⁽¹⁾	⁽¹⁾	Common Shares	6.646	$26.28	825.099	D
Phantom Stock	⁽¹⁾	08/31/2021		4A	5.021		⁽¹⁾	⁽¹⁾	Common Shares	5.021	$26.28	830.12	D
Phantom Stock	⁽¹⁾	09/30/2021		4A	4.868		⁽¹⁾	⁽¹⁾	Common Shares	4.868	$26.4	834.988	D
Phantom Stock	⁽¹⁾	10/29/2021		4A	5.055		⁽¹⁾	⁽¹⁾	Common Shares	5.055	$26.43	840.043	D
Phantom Stock	⁽¹⁾	11/30/2021		4A	4.897		⁽¹⁾	⁽¹⁾	Common Shares	4.897	$26.36	844.94	D
Phantom Stock	⁽¹⁾	12/01/2021		4A	2.574		⁽¹⁾	⁽¹⁾	Common Shares	2.574	$26.26	847.514	D
Phantom Stock	⁽¹⁾	12/29/2021		4A	4.539		⁽¹⁾	⁽¹⁾	Common Shares	4.539	$26.14	852.053	D
Phantom Stock	⁽¹⁾	12/31/2021		4A	5.162		⁽¹⁾	⁽¹⁾	Common Shares	5.162	$26.16	857.215	D
Phantom Stock	⁽¹⁾	01/31/2022		4A	5.216		⁽¹⁾	⁽¹⁾	Common Shares	5.216	$26.13	862.431	D
Phantom Stock	⁽¹⁾	02/28/2022		4A	4.632		⁽¹⁾	⁽¹⁾	Common Shares	4.632	$25.96	867.063	D
Phantom Stock	⁽¹⁾	03/31/2022		4A	5.038		⁽¹⁾	⁽¹⁾	Common Shares	5.038	$25.84	872.101	D
Phantom Stock	⁽¹⁾	04/29/2022		4A	4.829		⁽¹⁾	⁽¹⁾	Common Shares	4.829	$25.66	876.93	D
Phantom Stock	⁽¹⁾	05/31/2022		4A	5.153		⁽¹⁾	⁽¹⁾	Common Shares	5.153	$24.91	882.083	D

Explanation of Responses:

1. Each share of phantom stock represents the economic equivalent of one Common Share. The Reporting Person acquired these shares of phantom stock through the deferred compensation program of the Issuers investment adviser (the "Program"). Given certain operational considerations, this investment option is no longer an option under the Program, and such interest has been reallocated to other investment options in the Program not involving Common Shares.

Remarks:

This Form 5 is being filed to correctly report the separate acquisitions of phantom stock by the Reporting Person under the Program, which had previously been reported as a single acquisition by the Reporting Person on April 1, 2021, in the Form 4 filed by the Reporting Person on June 22, 2022.

	/s/Sabrina Rusnak-Carlson as Attorney-in-Fact	01/26/2023
	** 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).
** 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.

First Eagle Credit Opportunities Fund Form 5First Eagle Credit Opportunities Fund / Melanie Dow ownership change