| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Stone Point Credit Corp [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/30/2025 | P | 99,404.94 | A | $19.92 | 10,250,178.18 | I | See Footnote(1)(2)(3) | ||
| Common Stock | 12/30/2025 | P | 751,512.95 | A | $19.87 | 11,128,517.56 | I | See Footnote(1)(2)(3) | ||
| Common Stock | 03/31/2026 | P | 246,920.61 | A | $19.71 | 11,375,438.17 | I | See Footnote(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares (the "Shares") are owned directly by SPC Field Credit GP Holdings LLC ("SPC Field Credit"), Stone Point Credit Adviser LLC ("Stone Point Credit Adviser"), SPC Wilson Point, L.P. ("SPC Wilson Point") and Overland Point, LLC ("Overland Point"). As of March 31, 2026, SPC Field Credit is the direct beneficial owner of 3,165,083.17 Shares; Stone Point Credit Adviser is the direct beneficial owner of 50 Shares; SPC Wilson Point is the direct beneficial owner of 5,980,051.18 Shares; and Overland Point is the direct beneficial owner of 2,230,253.82 Shares. Because SPC Field Partners LLC ("SPC Field") controls SPC Field Credit, it could also be deemed to share power to vote and dispose or direct the disposition of the Shares held by SPC Field Credit. Overland Point, L.P. ("Overland Point LP") is the parent company of Overland Point, and Overland Point GP, LLC ("Overland Point GP") is the general partner of Overland Point LP. |
| 2. Stone Point GP Ltd. ("Stone Point GP") is the general partner of SPC Wilson Point and Overland Point GP. Stone Point Credit Adviser is the investment manager of both SPC Wilson Point and Overland Point LP. Because SPC Field controls Stone Point Credit Adviser, it could also be deemed to share the power to vote and dispose or direct the disposition of such Shares, and therefore could be deemed to be the indirect beneficial owners of the Shares. Stone Point Credit Adviser is a wholly-owned subsidiary of Stone Point Credit Management LLC, which is a subsidiary of Stone Point Credit LLC, which is a subsidiary of Stone Point Credit Holdings LLC, which is a wholly-owned subsidiary of SPC Field Credit Holdings LLC, which is a subsidiary of SPC Field. Stone Point Credit Management LLC, Stone Point Credit LLC, Stone Point Credit Holdings LLC, SPC Field Credit Holdings LLC, SPC Field and Stone Point GP could be deemed to be the indirect beneficial owners of the reported securities. |
| 3. Each reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| SPC Field Partners LLC, By: /s/ Jacqueline M. Giammarco, Vice President | 05/13/2026 | |
| Stone Point GP Ltd., By: /s/ Brian J. Rooder, Vice President and Assistant Secretary | 05/13/2026 | |
| Stone Point Credit Adviser LLC, By: /s/ Brian J. Rooder, Chief Compliance Officer and Secretary | 05/13/2026 | |
| Stone Point Credit Management LLC, By: /s/ Brian J. Rooder, Chief Compliance Officer and Secretary | 05/13/2026 | |
| Stone Point Credit LLC, By: /s/ Brian J. Rooder, Chief Compliance Officer and Secretary | 05/13/2026 | |
| Stone Point Credit Holdings LLC, By: /s/ Brian J. Rooder, Chief Compliance Officer and Secretary | 05/13/2026 | |
| SPC Field Credit Holdings LLC, By: /s/ Jacqueline M. Giammarco, Vice President | 05/13/2026 | |
| ** 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. | ||