SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Golub Lawrence E

(Last)

(First)

(Middle)

C/O GOLUB CAPITAL BDC, INC.

200 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLUB CAPITAL BDC, Inc. [ GBDC ]

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)
06/03/2024

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	06/03/2024		A		1,780,496	A	⁽¹⁾	3,477,233	I	By GCOP LLC⁽²⁾
Common Stock, par value $0.001 per share	06/03/2024		A		1,676,387	A	⁽³⁾	1,676,387	I	By GEMS Fund 4, L.P⁽⁴⁾
Common Stock, par value $0.001 per share								1,206,613	I	By GGP Class B-P LLC⁽⁵⁾
Common Stock, par value $0.001 per share								704,695	I	Whitehall Capital Investors, VI, LLC⁽⁶⁾
Common Stock, par value $0.001 per share								14,977	I	By Golub Onshore GP, LLC⁽⁷⁾

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. Acquired pursuant to the Agreement and Plan of Merger, dated as of January 16, 2024 (as amended, the "Merger Agreement"), by and among the issuer, Golub Capital BDC 3, Inc. ("GBDC 3"), Park Avenue Subsidiary Inc., GC Advisors LLC, and, for certain limited purposes, Golub Capital LLC in exchange for 1,948,452 shares of GBDC 3 common stock. The market price of GBDC common stock at the close of trading on May 31, 2024, the last trading day prior to the closing of the merger, was $16.57.

2. Due to his control of and ownership interest in GCOP LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity.

3. Acquired pursuant to the Merger Agreement in exchange for 1,834,523 shares of GBDC 3 common stock. The market price of GBDC common stock at the close of trading on May 31, 2024, the last trading day prior to the closing of the merger, was $16.57.

4. Due to his control of GEMS Fund 4, L.P., 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.

5. Due to his control and ownership in GGP Class B-P., Mr. Golub is viewed as having investment power over all the shares owned by such entity

6. The shares reported herein are directly beneficially owned by Whitehall Capital Investors VI, LLC and are held for the benefit of Mr. Golub's family trust.

7. Due to his control and ownership in Golub Onshore GP, LLC, Mr. Golub is viewed as having investment power over all of the shares owned by such entity.

Remarks:

	/s/ Lawrence E. Golub	06/05/2024
	** 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 Lawrence E was granted 3,456,883 shares (SEC Form 4)