| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
5C Lending Partners Corp. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2026 | ||||||||||||||||||||||||||
|
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, par value $0.001 per share | 07/24/2026 | P | 337,966 | A | $24.29 | 2,269,965 | I | By subsidiaries(1)(2) | ||
| Common Stock, par value $0.001 per share | 07/24/2026 | P | 225,310 | A | $24.29 | 1,513,310 | I | By corporation(1)(2) | ||
|
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)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The securities reported herein are held directly by 5C Lending Partners Structured Feeder LP (the "5C Feeder") and represent the pro rata portion of the shares of common stock of the issuer ("Common Stock") held by 5C Feeder that Liberty Mutual Holding Company Inc. ("LMHC") and Liberty Mutual Insurance Company ("LMIC") may be deemed to beneficially own pursuant to (i) the Amended and Restated Limited Partnership Agreement (the "LPA") of the 5C Feeder, dated December 19, 2025, entered into by LMIC, Peerless Insurance Company, Employers Insurance Company of Wausau, Safeco Insurance Company of America, Liberty Mutual Fire Insurance Company and The Ohio Casualty Insurance Company (collectively, the "Subsidiaries") and the general partner of the 5C Feeder and (ii) the Note Purchase Agreement, dated December 19, 2025 (collectively with the LPA, the "5C Feeder Documents"), entered into by the Subsidiaries, the 5C Feeder, and U.S. Bank Trust Company, National Association, |
| 2. (Continued from footnote 1) as collateral agent, granting the Subsidiaries certain pro rata rights with respect to the shares of common stock held by the 5C Feeder. The Subsidiaries are indirect wholly-owned subsidiaries of LMHC. Accordingly, LMHC may be deemed to have beneficial ownership over the pro rata portion of the shares of Common Stock held by the 5C Feeder. LMHC disclaims beneficial ownership in the securities reported herein except to the extent of its pecuniary interest therein. |
| Remarks: |
| Following the reported transaction, LMIC is no longer a 10% beneficial owner. As such, this filing serves as an "exit filing" by LMIC. |
| LIBERTY MUTUAL HOLDING COMPANY, By: /s/ Patrizio Urciuoli | 07/28/2026 | |
| LIBERTY MUTUAL INSURANCE COMPANY, By: /s/ Patrizio Urciuoli | 07/28/2026 | |
| ** 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. | ||