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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Audax Private Credit Fund, LLC (Name of Issuer) |
Limited Liability Company Interests, par value $0.001 (Title of Class of Securities) |
(CUSIP Number) |
Jason Scoffield Audax PDB Management Company, LLC, 320 Park Avenue New York, NY, 10022 (617) 859-1520 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Audax Institutional Feeder, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,666,054.31 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Audax Private Credit Business, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,908,385.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Audax Holdings I, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,908,385.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Audax Group, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,908,385.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
101 Huntington Holdings Subsidiary, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,908,385.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Audax Group Parent, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,908,385.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
101 Huntington Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,908,385.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Limited Liability Company Interests, par value $0.001 | |
| (b) | Name of Issuer:
Audax Private Credit Fund, LLC | |
| (c) | Address of Issuer's Principal Executive Offices:
320 Park Avenue, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends and restates the Schedule 13D filed with the Securities and Exchange Commission on August 14, 2025, as amended by Amendment No. 1 filed with the Securities Exchange Commission on December 22, 2025, as amended by Amendment No. 2 filed with the Securities Exchange Commission on February 3, 2026 (as amended, the "Schedule 13D") relating to the limited liability company interests, par value $0.001 ("Shares"), of Audax Private Credit Fund, LLC (the "Issuer"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows.
The information set forth in Item 5 is hereby incorporated by reference into this Item 3.
As of the date hereof, Audax Institutional Feeder, LP directly holds 6,666,054.314 Shares of the Issuer and Audax Private Credit Business, LP directly holds 242,330.733 Shares of the Issuer.
On April 10, 2025, Audax Institutional Feeder, LP entered into a subscription agreement with the Issuer (the "Drawdown Subscription Agreement"), pursuant to which Audax Institutional Feeder, LP subscribed for and agreed to purchase Shares with a capital commitment equal to up to $80,793,257.21, $52,547,508.88 of which has been drawn down to date.
On April 10, 2025, Audax Private Credit Business, LP entered into a Drawdown Subscription Agreement pursuant to which Audax Private Credit Business, LP subscribed for and agreed to purchase Shares with a capital commitment equal to up to $2,413,918.69, $1,570,000.00 of which has been drawn down to date.
On April 1, 2026, the Issuer delivered a capital drawdown notice to each of Audax Institutional Feeder, LP and Audax Private Credit Business, LP, pursuant to which each of Audax Institutional Feeder, LP and Audax Private Credit Business, LP was obligated to make a capital contribution to purchase 677,882.101 and 20,253.575 Shares, respectively, at $24.687 per Share which represents the net asset value ("NAV") per Share as of March 31, 2026. The purchase closed on May 7, 2026 when the NAV was finalized for a Share issuance effective as of May 7, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.
Calculation of the percentage of Shares beneficially owned is based on 22,930,548.975 Shares outstanding as of May 7, 2026 as disclosed by the Issuer to the Reporting Persons.
The aggregate number and percentage of Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, Audax Institutional Feeder, LP directly holds 6,666,054.314 Shares and Audax Private Credit Business, LP directly holds 242,330.733 Shares. Audax Private Credit Business, LP is the general partner of Audax Institutional Feeder, LP. Audax Holdings I, L.L.C. is the general partner of Audax Private Credit Business, LP. Audax Group, L.P. is the sole managing member of Audax Holdings I, L.L.C. 101 Huntington Holdings Subsidiary, LLC is the general partner of Audax Group, L.P. Audax Group Parent, LP is the sole managing member of 101 Huntington Holdings Subsidiary, LLC. 101 Huntington Holdings, LLC is the general partner of Audax Group Parent, LP. 101 Huntington Holdings, LLC is managed by not less than three individuals.
Each Reporting Person may be deemed to beneficially own the Shares directly held by Audax Institutional Feeder, LP and Audax Private Credit Business, LP. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Shares. | |
| (b) | The information contained in rows 7 through 10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). | |
| (c) | Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Shares in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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