Filing Details

-------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...10.4 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.__)* BC Partners Lending Corporation ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 par value ------------------------------------------------------------------------------- (Title of Class of Securities) N/A ------------------------------------------------------------ (CUSIP Number) December 31, 2023 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: [X] RULE 13D-1(B) [ ] RULE 13D-1(C) [ ] RULE 13D-1(D) *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 (THE "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). CUSIP NO. --------- - -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS BCPLC Access Fund, LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 99-0891764 - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - -------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF N/A SHARES BENEFICIALLY ------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 361,031.963 PERSON ------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER N/A ------------------------------------------------- 8 SHARED DISPOSITIVE POWER 361,031.963 - -------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,031.963 - -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12% - -------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------- CUSIP NO. --------- - -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS PPB Advisors, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 46-2311742 - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania, USA - -------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF N/A SHARES BENEFICIALLY ------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 361,031.963 PERSON ------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER N/A ------------------------------------------------- 8 SHARED DISPOSITIVE POWER 361,031.963 - -------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,031.963 - -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12% - -------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA - -------------------------------------------------------------------------- CUSIP NO. --------- - -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS PPB Capital Partners, LLC - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - -------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF N/A SHARES BENEFICIALLY ------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 361,031.963 PERSON ------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER N/A ------------------------------------------------- 8 SHARED DISPOSITIVE POWER 361,031.963 - -------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,031.963 - -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12% - -------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC - -------------------------------------------------------------------------- CUSIP NO. --------- - -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Brendan Lake, Managing Member of PPB Capital Partners, LLC - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF N/A SHARES BENEFICIALLY ------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 361,031.963 PERSON ------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER N/A ------------------------------------------------- 8 SHARED DISPOSITIVE POWER 361,031.963 - -------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,031.963 - -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - -------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12% - -------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC - -------------------------------------------------------------------------- CUSIP NO. --------- --------------------------------------------------------------------------- ITEM 1(A) NAME OF ISSUER: BC Partners Lending Corporation ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 650 Madison Ave. New York, New York, 10022 ITEM 2(a) NAME OF PERSON FILING (each a Reporting Person and collectively the Reporting Persons): (i) BCPLC Access Fund, LP (BCPLC) with respect to shares of common stock, par value $0.001 per share (Common Stock) of BC Partners Lending Corporation (the Issuer). (ii) PPB Advisors, LLC, a Pennsylvania limited liability company (PPB Advisors) is the investment advisor of BCPLC. (iii) PPB Capital Partners, LLC, a Delaware limited liability company (PPB Capital Partners) is the sole member of PPB Advisors. (iv) Brendan Lake is the Managing Member of PPB Capital Partners. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.2, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE: The address of the business office of each of the Reporting Persons is 300 Barr Harbor Drive Suite 260, West Conshohocken PA 19428 ITEM 2(c) CITIZENSHIP: BCPLC is a Delaware limited partnership. PPB Advisors is a Pennsylvania limited liability company. PPB Capital Partners is a Delaware limited liability company. Mr. Lake is a United States citizen. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share ITEM 2(e) CUSIP NUMBER: N/A ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR SS. 240.13d-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP: This Statement is being filed with respect to an aggregate of 361,031.963 shares of Common Stock, resulting in beneficial ownership as follows: (a) Amount Beneficially Owned: 361,031.963 (b) Percent of Class: 12% The percentages used herein and in the rest of Item 4 are calculated based on 3,009,895 shares of Common Stock outstanding as of September 30, 2023, as disclosed in the Issuers most recent Form 10-Q on November 7, 2023, as filed with the SEC on November 7, 2023. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: N/A (ii) Shared power to vote or to direct the vote: 361,031.963 (iii) Sole power to dispose or to direct the disposition of: N/A (iv) Shared power to dispose or to direct the disposition of: 361,031.963 BCPLC owns directly 361,031.963 shares of Common Stock. PPB Advisors maintains discretionary investment and voting authority with respect to 361,031.963 shares of Common Stock held by BCPLC and may be deemed to be the beneficial owner of the shares of Common Stock held by BCPLC. PPB Capital Partners is the sole member of PPB Advisors and may be deemed to be the beneficial owner of the shares of Common Stock held by BCPLC. Brendan Lake is the managing member of PPB Capital Partners and may be deemed to be the beneficial owner of the shares of Common Stock held by BCPLC. Each of PPB Advisors, PPB Capital Partners, and Brendan Lake disclaims beneficial ownership of the shares of Common Stock held by BCPLC. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. February 13, 2024 BCPLC Access Fund, LP By: /s/ Brendan W. Lake Name: Brendan W. Lake Title: Managing Member PPB ADVISORS, LLC By: /s/ Brendan W. Lake Name: Brendan W. Lake Title: Managing Member PPB CAPITAL PARTNERS, LLC By: /s/ Brendan W. Lake Name: Brendan W. Lake Title: Managing Member /s/ Brendan W. Lake BRENDAN W. LAKE The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Exhibit 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Dated: February 13, 2024 BCPLC Access Fund, LP By: /s/ Brendan W. Lake Name: Brendan W. Lake Title: Managing Member PPB ADVISORS, LLC By: /s/ Brendan W. Lake Name: Brendan W. Lake Title: Managing Member PPB CAPITAL PARTNERS, LLC By: /s/ Brendan W. Lake Name: Brendan W. Lake Title: Managing Member /s/ Brendan W. Lake BRENDAN W. LAKE