SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FRANKLIN RESOURCES INC

(Last)

(First)

(Middle)

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO

94403-1906

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2022

3. Issuer Name and Ticker or Trading Symbol
Franklin BSP Private Credit Fund [ FBPAX ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Affiliate - Investment Adviser

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Shares	10,000	I⁽¹⁾	Held through subsidiaries
Advisor Class Shares	90,000	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Held through subsidiaries

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

FRANKLIN RESOURCES INC

(Last)

(First)

(Middle)

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO

94403-1906

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BSP FUND HOLDCO (DEBT STRATEGY) LP

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4920

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benefit Street Partners LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4920

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. BSP Fund HoldCo (Debt Strategy) L.P. ("HoldCo"), a direct wholly owned subsidiary of Franklin Resources, Inc. ("FRI"), directly holds 10,000 Class A Shares and 90,000 Advisor Class Shares of the Issuer, respectively. Benefit Street Partners L.L.C. ("BSP"), a direct wholly owned subsidiary of FRI, serves as investment adviser to the issuer. BSP holds no Class A Shares or Advisor Class Shares.

2. FRI is filing this report for itself and its affiliates, except as set forth herein. Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates").

3. Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act.

4. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. The Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by FRI. The Principal Shareholders disclaim any pecuniary interest in any such securities. In addition, the filing of this report on behalf of the Principal Shareholders should not be construed as an admission that either of them is, and each disclaims that he is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities.

5. FRI, its affiliates and the Principal Shareholders believe that they are not a group within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of any securities held by any of them or by any persons or entities for whom or for which a FRI affiliate provides investment management services.

Remarks:

Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

	Franklin Resources, Inc. /s/ Beth McAuley O'Malley, Authorized Signatory	10/11/2022
	BSP Fund HoldCo (Debt Strategy) L.P. /s/ Bryan Martoken, Authorized Signatory	10/11/2022
	Benefit Street Partners L.L.C. /s/ Bryan Martoken, Authorized Signatory	10/11/2022
	** 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 5 (b)(v).
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