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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AMG Pantheon Infrastructure Fund, LLC (Name of Issuer) |
Class S units of beneficial interest (Title of Class of Securities) |
(CUSIP Number) |
Ronald Zazworsky, Jr. One Buckhead Plaza, 3060 Peachtree Road, Suite 1120 Atlanta, GA, 30305 404-419-6130 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/24/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
BlueArc Capital Management, 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)
AF | ||||||||
| 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
4,933,746.14 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
BlueArc Core Alternatives Management, 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)
AF | ||||||||
| 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
4,933,746.14 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Pantheon Infrastructure (QP), a series of BlueArc Core Alternatives, 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)
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
3,798,178.38 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Pantheon Infrastructure (QP) (TE Onshore), a series of BlueArc Core Alternatives, 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)
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
1,135,567.77 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ronald Zazworsky, Jr. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,933,746.14 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class S units of beneficial interest | |
| (b) | Name of Issuer:
AMG Pantheon Infrastructure Fund, LLC | |
| (c) | Address of Issuer's Principal Executive Offices:
680 Washington Blvd., Suite 500, Stamford,
CONNECTICUT
, 06901. | |
Item 1 Comment:
The Reporting Persons (as defined below) are filing this joint statement on Schedule 13D because the Reporting Persons' beneficial ownership has exceeded 20%, and pursuant to Rule 13d-1(f), the Reporting Persons are no longer able to continue filing a short-form statement on Schedule 13G under Rule 13d-1(c). As such, this Schedule 13D amends and replaces a Schedule 13G that was previously filed on September 2, 2026. The filing of this Schedule 13D does not reflect a change in the Reporting Persons' purpose or intent in holding the Class S Units (as defined below). | ||
| Item 2. | Identity and Background | |
| (a) | This joint statement on Schedule 13G is being filed by (i) Pantheon Infrastructure (QP), a series of BlueArc Core Alternatives, LLC (ii) Pantheon Infrastructure (QP) (TE Onshore), a series of BlueArc Core Alternatives, LLC (together with Pantheon Infrastructure (QP), the "Funds"), (iii) BlueArc Core Alternatives Management, LLC, the managing member of BlueArc Core Alternatives, LLC, (iv) BlueArc Capital Management, LLC, the sole member of BlueArc Core Alternatives Management, LLC and the Funds' investment adviser, and (v) Ronald Zazworsky, Jr., the managing director of the Funds and the Chief Executive Officer of BlueArc Core Alternatives Management, LLC and BlueArc Capital Management, LLC (collectively with the Funds, BlueArc Core Alternatives Management, LLC, and BlueArc Capital Management, LLC, the "Reporting Persons"). | |
| (b) | The business address of each of the Reporting Persons is One Buckhead Plaza, 3060 Peachtree Road, Suite 1120, Atlanta, GA 30305. | |
| (c) | The principal business of each of the Reporting Persons is investing in securities. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of the Funds is a series of a Delaware limited liability company. BlueArc Core Alternatives Management, LLC and BlueArc Capital Management, LLC are Delaware limited liability companies. Mr. Zazworsky is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Pursuant to the subscription agreement by and between Pantheon Infrastructure (QP) and AMG Pantheon Infrastructure Fund, LLC (the "Issuer"), dated October 20, 2025 (the "October 2025 Pantheon Infrastructure (QP) Subscription Agreement"), and the subscription agreement by and between Pantheon Infrastructure (QP) (TE Onshore) and the Issuer, dated October 20, 2025 (the "October 2025 Pantheon Infrastructure (QP) (TE Onshore) Subscription Agreement" and collectively with the October 2025 Pantheon Infrastructure (QP) Subscription Agreement, the "October 2025 Subscription Agreements"), the Reporting Persons acquired Class S Units of beneficial interest of the Issuer (the "Class S Units") on October 24, 2025 at a purchase price of $10.22 per Class S Unit (the "Current Acquisition").
The purchase price paid by Pantheon Infrastructure (QP) in the Current Acquisition was $19,245,915.11. The source of the funds used by Pantheon Infrastructure (QP) to acquire the Class S Units consisted of its working capital and fund assets, including capital contributions made by its members.
The purchase price paid by Pantheon Infrastructure (QP) (TE Onshore) in the Current Acquisition was $5,754,084.89. The source of the funds used by Pantheon Infrastructure (QP) (TE Onshore) to acquire the Class S Units consisted of its working capital and fund assets, including capital contributions made by its members.
Accordingly, the aggregate purchase price paid for the Current Acquisition pursuant to the October 2025 Subscription Agreements was $25,000,000.00.
In addition, pursuant to the subscription agreement by and between Pantheon Infrastructure (QP) and the Issuer, dated August 5, 2025 (the "August 2025 Pantheon Infrastructure (QP) Subscription Agreement"), and the subscription agreement by and between Pantheon Infrastructure (QP) (TE Onshore) and the Issuer, dated August 5, 2025 (the "August 2025 Pantheon Infrastructure (QP) (TE Onshore) Subscription Agreement" and collectively with the August 2025 Pantheon Infrastructure (QP) Subscription Agreement, the "August 2025 Subscription Agreements"), the Reporting Persons previously acquired Class S Units from the Issuer on August 29, 2025 at a purchase price of $10.05 per Class S Unit, which amounts of Class S Units were previously reported on a Schedule 13G filed on September 2, 2026 (the "Prior Acquisition").
In the Prior Acquisition, the purchase price paid by Pantheon Infrastructure (QP) was $19,245,915.11, and the purchase price paid by Pantheon Infrastructure (QP) (TE Onshore) was $5,754,084.89. Accordingly, the aggregate purchase price paid for the Prior Acquisition was $25,000,000.00. The source of funds used by Pantheon Infrastructure (QP) and Pantheon Infrastructure (QP) (TE Onshore) in the Prior Acquisition consisted of the Funds' working capital and assets, including capital contributions made by the Funds' members. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the Class S Units reported herein for passive investment purposes and without the intent to effect any change in management or control of the Issuer.
As of the date of this Schedule 13D, the Reporting Persons have no present plan or proposal that relates to or would result in any of the matters set forth in subsections (a) through (j) of this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own the following shares of Class S Units of the Issuer:
(i) BlueArc Capital Management, LLC: 4,933,746.14
(ii) BlueArc Core Alternatives Management, LLC: 4,933,746.14
(iii) Pantheon Infrastructure (QP): 3,798,178.38
(iv) Pantheon Infrastructure (QP) (TE Onshore): 1,135,567.77
(v) Ronald Zazworsky, Jr.: 4,933,746.14
Notwithstanding the inclusion of any security in this Schedule 13D, each of the Reporting Persons expressly disclaims beneficial ownership of any security reported herein, except to the extent of its or his pecuniary interest therein, if any.
The percentages of beneficial ownership reported herein, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 24,240,529.64 shares of Issuer Class S Units outstanding as of October 24, 2025, as confirmed by the Issuer on August 21, 2026.
(i) BlueArc Capital Management, LLC: 20.4%
(ii) BlueArc Core Alternatives Management, LLC: 20.4%
(iii) Pantheon Infrastructure (QP): 15.7%
(iv) Pantheon Infrastructure (QP) (TE Onshore): 4.7%
(v) Ronald Zazworsky, Jr.: 20.4% | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D, as well as Item 5(a) of this Schedule 13D, for the number of Class S Units as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | See Item 3 above. | |
| (d) | Except as disclosed in the Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class S Units beneficially owned by any of the Reporting Persons. | |
| (e) | Not Applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not Applicable | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Form of Initial Subscription Agreement.
Exhibit 99.2 Form of Subscription Agreement for Follow-On Investments.
Exhibit 99.3 Joint Filing Agreement, dated September 2, 2026, by and among the Reporting Persons | ||
| 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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