| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
5C Lending Partners Corp. (Name of Issuer) |
Common Stock, par value $0.001 ("Common Stock") (Title of Class of Securities) |
000000000 (CUSIP Number) |
12/23/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Liberty Mutual Holding Company Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization MASSACHUSETTS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 491,797.65 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 39.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Liberty Mutual Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization MASSACHUSETTS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 196,719.06 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 15.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Peerless Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW HAMPSHIRE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 98,359.53 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Employers Insurance Company of Wausau | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization WISCONSIN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 49,179.77 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Safeco Insurance Company of America | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW HAMPSHIRE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 49,179.77 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Liberty Mutual Fire Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization WISCONSIN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 49,179.77 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons The Ohio Casualty Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW HAMPSHIRE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 49,179.77 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: 5C Lending Partners Corp. | |
| (b) | Address of issuer's principal executive
offices: 330 Madison Avenue, 20th Floor, New York, New York, 10017 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of the following persons (collectively, the "Reporting Persons"):
(i) Liberty Mutual Holding Company Inc.
(ii) Liberty Mutual Insurance Company
(iii) Peerless Insurance Company
(iv) Employers Insurance Company of Wausau
(v) Liberty Mutual Fire Insurance Company
(vi) The Ohio Casualty Insurance Company
(vii) Safeco Insurance Company of America
The Reporting Persons have entered into a Joint Filing Agreement, dated November 25, 2024, a copy of which is attached to this Schedule 13G as Exhibit A, pursuant to which such Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
| (b) | Address or principal business office or, if
none, residence: The principal business office of each Reporting Person is:
175 Berkeley Street, Boston, MA 02116 | |
| (c) | Citizenship: (i) Liberty Mutual Holding Company Inc. - Massachusetts; (ii) Liberty Mutual Insurance Company - Massachusetts; (iii) Peerless Insurance Company - New Hampshire; (iv) Employers Insurance Company of Wausau - Wisconsin; (v) Liberty Mutual Fire Insurance Company - Wisconsin; (vi) The Ohio Casualty Insurance Company - New Hampshire; (vii) Safeco Insurance Company of America - New Hampshire | |
| (d) | Title of class of securities: Common Stock, par value $0.001 ("Common Stock") | |
| (e) | CUSIP No.: 000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class: See the responses to Item 11 of the attached cover pages. The percentages reported in Item 11 are based on 1,242,991 shares of Common Stock outstanding as of December 23, 2024, as reported by the Issuer in the Form 8-K filed on December 26, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the
vote: See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See the responses to Item 8 on the attached cover pages.
196,719.058 shares of Common Stock are held directly by Liberty Mutual Insurance Company ("LMIC") and may be deemed to be beneficially owned by Liberty Mutual Holding Company Inc. ("LMHC") because LMIC is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
98,359.529 shares of Common Stock are held directly by Peerless Insurance Company ("Peerless") and may be deemed to be beneficially owned by LMHC because Peerless is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
49,179.765 shares of Common Stock are held directly by Employers Insurance Company of Wausau ("EICOW") and may be deemed to be beneficially owned by LMHC because EICOW is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
49,179.765 shares of Common Stock are held directly by Safeco Insurance Company of America ("SICA") and may be deemed to be beneficially owned by LMHC because SICA is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
49,179.765 shares of Common Stock are held directly by Liberty Mutual Fire Insurance Company ("LMFIC") and may be deemed to be beneficially owned by LMHC because LMFIC is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
49,179.765 shares of Common Stock are held directly by The Ohio Casualty Insurance Company ("OCIC") and may be deemed to be beneficially owned by LMHC because OCIC is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
The identification and classification of each of Reporting Person is set forth in the responses to Item 12 of the attached cover pages. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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