Angelo Gordon & Co., L.P. - Jan 1, 2023 Form 4 Insider Report for AGTB Private BDC (N/A)

Role
10%+ Owner
Signature
/s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten
Stock symbol
N/A
Transactions as of
Jan 1, 2023
Transactions value $
$0
Form type
4
Date filed
1/9/2023, 04:13 PM
Previous filing
Oct 28, 2022
Next filing
Sep 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction N/A Common shares of beneficial interest Other $0 -159K -100% $0.00* 0 Jan 1, 2023 See Footnote F1, F2
transaction N/A Common shares of beneficial interest Other $0 -8.9M -100% $0.00* 0 Jan 1, 2023 See Footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Angelo Gordon & Co., L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On January 1, 2023, Issuer completed its merger (the "Merger") with AG Twin Brook Capital Income Fund, a Delaware statutory trust ("TCAP"), with TCAP continuing as the surviving company. The Merger was completed pursuant to an Agreement and Plan of Merger dated December 30, 2022, by and between TCAP and Issuer. Prior to the Merger, Issuer was an affiliated, privately-offered business development company ("BDC") managed by AGTB Fund Manager, LLC, an affiliate of Angelo, Gordon & Co., L.P. ("Angelo Gordon"). TCAP is a public, non-exchange traded BDC, with the same investment manager and investment objective as Issuer. At the effective time of the Merger, each issued and outstanding common share of beneficial interest, par value $0.001 per share, of Issuer (other than certain excluded shares) outstanding immediately prior to the effective time was converted into Class I common shares of beneficial interest, par value $0.001 per share, of TCAP on a one-for-one basis.
F2 Reflects shares held directly by Angelo Gordon. Joshua Baumgarten and Adam Schwartz are the co-managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any of AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3 Reflects shares held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"). AGTB BDC Holdings GP LLC ("BDC Holdings GP") is the sole general partner of BDC Holdings. Angelo Gordon is the investment advisor to BDC Holdings and sole member of BDC Holdings GP. AG GP is the sole general partner of Angelo Gordon, and Mr. Baumgarten and Mr. Schwartz are the co-managing members of AG GP. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of BDC Holdings GP, Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of BDC Holdings GP, Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.