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

                                    Form 13F

                               FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2013


Check here if Amendment [ ]; Amendment Number: _______

     This Amendment (Check only one): [ ] is a restatement.
                                      [ ] adds new holdings entries.


Institutional Investment Manager Filing this Report:

Name:    BDT Capital Partners, LLC
Address: 401 North Michigan Avenue, Suite 3100
         Chicago, Illinois 60611

Form 13F File Number: 28-14388


The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  William Bush
Title: Vice Chairman and General Counsel
Phone: 312-660-7300

Signature, Place, and Date of Signing:

/s/ William Bush                           Chicago, IL        May 15, 2013
----------------------------------------   ----------------   -----------------
[Signature]                                [City, State]         [Date]


Report Type (Check only one):

[X]   13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
      are reported in this report.)

[ ]   13F NOTICE. (Check here if no holdings reported are in this report, and
      all holdings are reported by other reporting manager(s).)

[ ]   13F COMBINATION REPORT. (Check here if a portion of the holdings for
      this reporting manager are reported in this report and a portion are
      reported by other reporting manager(s).)




                             FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                          1
                                        -------------------------------

Form 13F Information Table Entry Total:                     1
                                        -------------------------------

Form 13F Information Table Value Total:              $535,291
                                        -------------------------------
                                                   (thousands)


List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

      No.          Form 13F File Number                  Name

      1            28-14356                              BDTCP GP I, LLC
      ---          -----------------                     -----------------------




                           FORM 13F INFORMATION TABLE



   COLUMN 1                     COLUMN 2    COLUMN 3  COLUMN 4       COLUMN 5        COLUMN 6  COLUMN 7        COLUMN 8
--------------               -------------- --------- -------- ------------------- ---------- -------- -----------------------
                                                                                                            VOTING AUTHORITY
                                                       VALUE     SHRS OR  SH/ PUT/ INVESTMENT  OTHER   -----------------------
NAME OF ISSUER               TITLE OF CLASS   CUSIP   (X$1000)   PRN AMT  PRN CALL DISCRETION MANAGERS    SOLE    SHARED  NONE
--------------               -------------- --------- -------- ---------- --- ---- ---------- -------- ---------- ------  ----
                                                                                          
COLFAX CORP                  COM            194014106  535,291 11,501,734  SH       DEFINED      1     11,501,734   0       0