Sec Form 4 Filing - LIBERTY MUTUAL HOLDING CO @ Willow Tree Capital Corp - 2024-12-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
LIBERTY MUTUAL HOLDING CO
2. Issuer Name and Ticker or Trading Symbol
Willow Tree Capital Corp [ 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 LIBERTY MUTUAL INSURANCE COMPANY, 175 BERKELEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2024
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Stock, par value $0.01 per share 12/23/2024 P( 1 ) 273,436 A $ 15.64 2,382,053 I See Footnote ( 2 ) ( 3 )
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
LIBERTY MUTUAL HOLDING CO
C/O LIBERTY MUTUAL INSURANCE COMPANY
175 BERKELEY STREET
BOSTON, MA02116
X
Signatures
LIBERTY MUTUAL HOLDING COMPANY INC., By: /s/ Vlad Barbalat 12/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Willow Tree Capital Corporation ( the "Issuer") issued a capital call notice to Willow Tree Capital Rated Notes Feeder LLC ("Willow Tree Feeder"). Pursuant to such capital call notice, Willow Tree Feeder was obligated to make a capital contribution in exchange for additional shares of common stock, par value $0.01 per share, of the Issuer on December 23, 2024.
( 2 )The securities reported herein are held directly by Willow Tree Feeder and represent the pro rata portion of the shares of the Issuer held by Willow Tree Feeder that Liberty Mutual Holding Company Inc. (the "Reporting Person") may be deemed to beneficially own pursuant to the Note Purchase Agreement, dated April 11, 2024, entered into by Liberty Mutual Insurance Company, Peerless Insurance Company, Safeco Insurance Company of America and The Ohio Casualty Insurance Company (collectively, the "Subsidiaries") and Willow Tree Feeder, granting the Subsidiaries certain pro rata rights with respect to the securities of the Issuer held by Willow Tree Feeder.
( 3 )(continued from footnote 2) The Subsidiaries are indirect wholly-owned subsidiaries of the Reporting Person. Accordingly, the Reporting Person may be deemed to have beneficial ownership over the pro rata portion of the shares of the issuer held by Willow Tree Feeder. The Reporting Person disclaims beneficial ownership in the securities reported herein except to the extent of their 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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