Sec Form 4/A Filing - Bain Capital DCB Investments, LP @ Bain Capital Private Credit - 2025-02-28

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bain Capital DCB Investments, LP
2. Issuer Name and Ticker or Trading Symbol
Bain Capital Private Credit [ N/A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BAIN CAPITAL CREDIT, LP, 200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2025
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
03/04/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares of Beneficial Interest 02/28/2025 P( 1 ) 508,207.55 ( 1 ) A $ 25.5801 ( 1 ) 3,988,207.55 I See footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bain Capital DCB Investments, LP
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
Bain Capital DCB Investments (GP), LLC, By: /s/ Kase Jubboori, Title: Authorized Signatory 03/19/2025
Signature of Reporting Person Date
Bain Capital DCB Investments, LP, By: Bain Capital DCB Investments (GP), LLC, its general partner, By: /s/ Kase Jubboori, Title: Authorized Signatory 03/19/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount disclosed in the original Form 4 for this $13,000,000 subscription (the "Subscription") was based on the Issuer's estimated net asset value ("NAV") on February 28, 2025. Due to the timing of the Issuer's calculation of its NAV, the actual number of shares purchased as a result of the Subscription and the actual purchase price per share could not be determined at the time of the original filing. This is an amendment to disclose the final number of shares purchased, purchase price per share and total number of securities beneficially owned following the definitive calculation of the applicable NAV per share on March 17, 2025, which was $25.5801.
( 2 )Represents common shares held directly by Bain Capital DCB Investments, LP ("DCB LP"). Bain Capital DCB Investments (GP), LLC ("DCB GP") is the general partner of DCB LP. As a result, DCB GP may be deemed to beneficially own the common shares held by DCB LP. Each of DCB LP and DCB GP disclaims beneficial ownership of the common shares, except to the extent of its pecuniary interest therein.

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).

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