Golub Capital BDC 3 Form 4 / Lawrence E Golub ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Golub Lawrence E

(Last)

(First)

(Middle)

C/O GOLUB CAPITAL BDC 3, INC.

200 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Golub Capital BDC 3, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	12/07/2023		P		6,678.487	A	$14.55	1,897,988.752	I	By GCOP LLC⁽¹⁾⁽²⁾
Common Stock, par value $0.001 per share	12/07/2023		P		31,797.433	A	$14.25	1,929,786.185	I	By GCOP LLC⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	12/07/2023		P		18,666.667	A	$14.22	1,948,452.852	I	By GCOP LLC⁽²⁾⁽⁴⁾
Common Stock, par value $0.001 per share								1,834,523.315	I	By GEMS Fund 4, L.P.⁽⁵⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 7, 2023, GCOP LLC purchased 6,678.487 shares of Common Stock from a stockholder of Golub Capital BDC 3, Inc. ("GBDC 3") at a purchase price of $14.55 per share, which was equal to 97.00% of GBDC 3's $15.00 net asset value per share as of September 30, 2023.

2. Due to his control of and ownership interest in GCOP LLC, which upon settlement of the current acquisitions directly owns 1,948,452.852 shares of Common Stock, Mr Golub is viewed as having investment power over all the shares owned by such entity.

3. On December 7, 2023, GCOP LLC purchased 31,797.433 shares of Common Stock from a stockholder of GBDC 3 at a purchase price of $14.25 per share, which was equal to 95.00% of GBDC 3's $15.00 net asset value per share as of September 30, 2023.

4. On December 7, 2023, GCOP LLC purchased 18,666.667 shares of Common Stock from a stockholder of GBDC 3 at a purchase price of $14.22 per share, which was equal to 94.83% of GBDC 3's $15.00 net asset value per share as of September 30, 2023.

5. Due to his control of GEMS Fund 4, L.P., which upon settlement of the current acquisition directly owns 1,834,523.315 shares of Common Stock, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity although voting rights have been passed through to the limited partners. Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by GEMS Fund 4, L.P. except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Lawrence E. Golub	12/19/2023
	** 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.

Golub Capital BDC 3 Form 4Golub Capital BDC 3 / Lawrence E Golub ownership change