| 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, a copy of which was attached to the original Schedule 13G of the Reporting Persons filed November 25, 2024. |
| (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.:
0000000000 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| 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 9,498,642 shares of Common Stock outstanding as of December 17, 2025, following a capital call completed by the Issuer on December 17, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
The shares of Common Stock reported herein are held directly by 5C Lending Partners Structured Feeder LP (the "5C Feeder") and represent the pro rata portion of shares of Common Stock held by the 5C Feeder that the Reporting Persons 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 Liberty Mutual Insurance Company, 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, as collateral agent, granting the Subsidiaries certain pro rata rights with respect to the shares of Common Stock held by the 5C Feeder.
Pursuant to the rights granted in the 5C Feeder Documents, the Subsidiaries may be deemed to have beneficial ownership over their respective pro rata shares of Common Stock held by the 5C Feeder as follows: (i) 1,288,000 shares of Common Stock by Liberty Mutual Insurance Company; (ii) 644,000 shares of Common Stock by Peerless Insurance Company; (iii) 322,000 shares of Common Stock by Employers Insurance Company of Wausau; (iv) 322,000 shares of Common Stock by Safeco Insurance Company of America; (v) 322,000 shares of Common Stock by Liberty Mutual Fire Insurance Company; and (vi) 322,000 shares of Common Stock by The Ohio Casualty Insurance Company.
Liberty Mutual Holding Company Inc. ("LMHC") may be deemed to have beneficial ownership over the Subsidiaries' aggregate pro rata share of shares of Common Stock held directly by the 5C Feeder because each of the Subsidiaries is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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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. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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