| 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 |
| |||||||||||||||
| 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 TCG BDC II, Inc. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 11/26/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 11/26/2020 | S(1) | 5,175,921.121 | D | $19.27 | 8,210,749.622 | I | See notes(1)(4) | ||
| Common Stock | 12/17/2020 | P(2) | 16,221 | A | $19.61 | 8,226,970.622 | I | See notes(2)(4) | ||
| Common Stock | 12/17/2020 | P(3) | 249,563 | A | $19.61 | 8,476,533.622 | 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*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On November 26, 2020, pursuant to a subscription agreement dated November 26, 2020, and an option agreement dated October 8, 2018, the Reporting Person transferred 5,175,921.121 shares of common stock of the Issuer held by it for an aggregate purchase price of $99,740,000 to NCB Capital Credit Fund I L.P. (the "Credit Fund"). |
| 2. Represents 16,221 shares of common stock of the Issuer acquired by NCB Capital Company ("NCBCC") on December 17, 2020. |
| 3. Represents 249,563 shares of common stock of the Issuer acquired by the Reporting Person on December 17, 2020. |
| 4. The Reporting Person is the parent entity of NCBCC, which in turn is the sole shareholder of NCB Capital Credit Fund I GP Co., the general partner of the Credit Fund. After giving effect to the transactions reported on this Form 4, the aggregate number of shares beneficially owned by NCB is 8,476,533.622, which includes the shares of common stock of the Issuer directly owned by NCBCC and the Credit Fund. Based on the total number of shares that were issued effective on December 30, 2020, pursuant to the Issuer's capital call dated December 17, 2020 -- 49,062,820 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 on December 21, 2020 -- the percentage of common stock of the Issuer beneficially owned, in the aggregate, by the Reporting Person is 17.28%. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Exhibit 99.1 for Signatures incorporated herein by reference | 01/13/2021 | |
| ** 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. | ||
