SEC Form SC 13D/A filed by Investcorp Credit Management BDC Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  4)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 12574Q103

CUSIP No. 12574Q103

CUSIP No. 12574Q103

CUSIP No. 12574Q103

Explanatory Note

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D (this “Schedule 13D”) relates to beneficial ownership of certain shares of common stock, par value $0.001 per share (the “Common Stock”) of Investcorp Credit Management BDC, Inc., a Maryland corporation (the “Issuer” or the “Company”), and amends the initial statement on Schedule 13D filed by the reporting persons on October 4, 2019 (as amended prior to the date hereof, including on October 7, 2019, December 7, 2019 and March 23, 2020, the “Prior Filing”, and as amended by this Amendment No. 4, the “Statement”).  Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original Filing.  Capitalized terms used but not defined have the meaning given them in the Original Filing.

(a), (b)  See cover page for IBDC.  As of the date hereof, IBDC owns 907,987 shares of Common Stock purchased in open market and private transactions.

(c) None of the Reporting Persons has effected any transaction in shares of Common Stock during the past 60 days, except that IBDC purchased 399,210 shares of Common Stock from the Cyrus Funds on August 27, 2021 for $6.27 per share.

As described in the Original Filing, ICM entered into separate voting agreements (the “Voting Agreements”) with (i) certain funds managed by Cyrus Capital Partners, L.P. (the “Cyrus Funds”) and (ii) Stifel Venture Corp. (“Stifel”), as well as Right of First Offer Agreements (the “ROFO Agreements”) with (i) the Cyrus Funds and (ii) Stifel.  The ROFO Agreements terminated according to their terms on December 26, 2020.  The Voting Agreements terminated according to their terms on August 30, 2021.

As a result of the termination of these arrangements, the Reporting Persons no longer may be deemed to be part of a group with the Cyrus Funds or Stifel and, as a result, the Reporting Person no longer are reporting voting or dispositive power over shares of Common Stock owned by the Cryus Funds or Stifel.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.

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