Onex Falcon Direct Lending BDC Fund Form 3 Onex Direct Lending BDC Fund / GERALD W SCHWARTZ ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET P.O. BOX 700

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2024

3. Issuer Name and Ticker or Trading Symbol
Onex Direct Lending BDC Fund [ NONE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	655,898.146	I	See Footnote(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET P.O. BOX 700

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Credit Holdings LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET P.O. BOX 700

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Partners V GP Ltd

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET P.O. BOX 700

(Street)

TORONTO A6 M5JS1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Partners Canadian GP Inc.

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET P.O. BOX 700

(Street)

TORONTO A6 M5JS1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET P.O. BOX 700

(Street)

TORONTO A6 M5JS1

(City) (State) (Zip)

Explanation of Responses:

1. Reflects 609,508.330 and 46,389.816 Common Shares held directly by Onex Credit Holdings LLC and Onex Corporation, respectively. Onex Corporation may be deemed to beneficially own the Common Shares held by Onex Credit Holdings LLC, through its ownership of all of the equity of Onex Credit Holdings LLC. Mr. Gerald W. Schwartz, the Chairman and Founder of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the Common Shares beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.

2. Convex Re Limited, which is wholly owned by Convex Group Limited, separately beneficially owns shares of the Issuer. Investment funds (the "Onex Funds") indirectly controlled by Onex Partners V GP Limited and Onex Partners Canadian GP Inc., as applicable, own a majority of the equity of Convex Group Limited. Onex Partners Canadian GP Inc., a wholly-owned subsidiary of Onex Corporation, owns of all of the equity of Onex Partners V GP Limited and is the general partner of one of the Onex Funds.

3. The directors appointed by the Onex Corporation and its affiliates sitting on the board of directors of Convex Group Limited are required to recuse themselves from any discussion or vote relating to any investment in the Issuer by the Convex Re Limited, and therefore, the reporting persons disclaim beneficial ownership over any Common Shares held of record by the Convex Re Limited for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	ONEX CREDIT HOLDINGS LLC, By: /s/ Zachary Drozd, Title: Authorized Signatory	10/28/2024
	ONEX PARTNERS CANADIAN GP INC., By: /s/ David Copeland, Vice President and /s/ Derek MacKay, Vice President	10/28/2024
	ONEX PARTNERS V GP LIMITED, By: /s/ Kosty Gilis, Authorized Person	10/28/2024
	ONEX CORPORATION, By: /s/ Christopher A. Govan, Chief Financial Officer	10/28/2024
	GERALD W. SCHWARTZ, By: /s/ Christopher A. Govan, attorney-in-fact for Gerald W. Schwartz	10/28/2024
	** Signature of Reporting Person	Date
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