|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
First Eagle Private Credit Fund (Name of Issuer) |
Common Shares of Beneficial Interest, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
David O'Connor First Eagle Investment Management, LLC, 1345 Avenue of the Americas New York, NY, 10105 (212) 698-3300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/23/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FEPCF Founders Fund, 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)
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
8,301,855.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
64.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
FEPCF Founders Fund GP 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
8,301,855.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
64.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
First Eagle Alternative Credit, 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
8,301,855.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
64.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO, IA |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
First Eagle Investment 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)
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
8,307,057.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
64.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO, HC |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
First Eagle Holdings, Inc. | ||||||||
| 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
8,307,057.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
64.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares of Beneficial Interest, par value $0.001 per share | |
| (b) | Name of Issuer:
First Eagle Private Credit Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
1345 Avenue of the Americas, New York,
NEW YORK
, 10105. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D relates to common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), of First Eagle Private Credit Fund, a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed on July 20, 2023, as amended by Amendment No. 1 filed on October 11, 2023 and Amendment No. 2 filed on March 5, 2024 (as amended, the "Schedule 13D"). The principal executive offices of the Issuer are located at 1345 Avenue of the Americas, 48th Floor, New York, NY 10105. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of this Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 3.
FEIM participates in the dividend reinvestment plan of the Issuer and had 100% of its applicable cash dividends or distributions reinvested in Common Shares of the Issuer with acquisitions consisting of 1,202 shares acquired on various dates at a weighted average price of $24.09 per share. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 (a)-(c) of this Schedule 13D is hereby amended and restated as follows:
The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 5.
The aggregate number and percentage of Common 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.
(a) and (b) As of the date hereof, FEIM directly holds 5,202 Common Shares and Founders Fund directly holds 8,301,855 Common Shares, collectively representing in the aggregate 64.7% of the outstanding Common Shares. The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 12,848,278 Common Shares outstanding as of October 23, 2026, based on information received from the Issuer.
Founders Fund GP as the sole general partner of Founders Fund, FEAC as the investment adviser to Founders Fund and sole member of Founders Fund GP, FEIM as the sole and managing member of FEAC, and FEH as the managing member of FEIM may be deemed to be the beneficial owner of the securities reported herein. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.
| |
| (c) | Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule 1, has effected any transactions in Common 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.
|
|
|
|
|
|
|
|
|
|
|