BMM Income Fund Form 3 26North BDC / Brendan McGovern, 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^*

McGovern, Brendan

(Last) (First) (Middle)

600 MADISON AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2023

3. Issuer Name and Ticker or Trading Symbol
26North BDC, Inc. [ NONE ]

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

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

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 Stock	20,000	I	See Footnote(1)

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^*

McGovern, Brendan

(Last) (First) (Middle)

600 MADISON AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BMM Income Fund LLC

(Last) (First) (Middle)

600 MADISON AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly held by BMM Income Fund LLC, for which voting and investment control are exercised by Mr. McGovern. The remaining uncalled portion of the Reporting Persons' aggregate capital commitment to 26North BDC, Inc. (the "Company") will be drawn down over time at the discretion of the Company in exchange for additional shares of the Company's common stock at their then-current net asset value. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and the filing of this statement shall not be deemed an admission that such Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of the reported securities.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	Brendan McGovern /s/ Frank Marra, as Attorney-in-Fact	11/06/2023
	BMM Income Fund LLC /s/ Frank Marra, as Attorney-in-Fact	11/06/2023
	** 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 5 (b)(v).
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