Form SC 13G/A Palmer Square Capital Filed by: Alaris Master Fund LP

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Palmer Square Capital BDC Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

October 1, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

þ

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.	NAMES OF REPORTING PERSONS   Alaris Master Fund LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)    ☐ (b)    ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Missouri

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER	0
	6.	SHARED VOTING POWER	2,804,392.74
	7.	SOLE DISPOSITIVE POWER	0
	8.	SHARED DISPOSITIVE POWER	2,804,392.74

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,804,392.74
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.48%
12.	TYPE OF REPORTING PERSON   PN

 

 

1.	NAMES OF REPORTING PERSONS   Alaris Capital, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)    ☐ (b)    ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Missouri

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER	0
	6.	SHARED VOTING POWER	2,804,392.74
	7.	SOLE DISPOSITIVE POWER	0
	8.	SHARED DISPOSITIVE POWER	2,804,392.74

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,804,392.74
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.48%
12.	TYPE OF REPORTING PERSON   OO

 

 

Item 1(a).

Name of Issuer:

 

Palmer Square Capital BDC Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1900 Shawnee Mission Parkway, Suite 315, Mission Woods, KS 66205

 

Item 2(a).

Name of Person Filing:

 

Alaris Master Fund LP
Alaris Capital, LLC

 

The shares are owned directly by Alaris Master Fund LP. Alaris Capital, LLC is the general partner of Alaris Master Fund LP and may be deemed to be an indirect beneficial owner of the shares. Alaris Master Fund LP and Alaris Capital, LLC (collectively, the “Reporting Persons”) have entered into a joint filing agreement, dated as of March 23, 2020, a copy of which is attached to the Reporting Persons’ initial filing on Schedule 13G with respect to the issuer’s securities filed on March 23, 2020.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

4900 Main Street, Suite 600, Kansas City, Missouri 64112

 

Item 2(c).

Citizenship:

 

Alaris Master Fund LP - Missouri

Alaris Capital, LLC – Missouri

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.001 par value

 

Item 2(e)

CUSIP Number:

 

Not Applicable

 

 

Item 3.

If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

 

	(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

	(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______________

 

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

 

(a)

Amount beneficially owned:

 

2,804,392.74 shares deemed beneficially owned by Alaris Master Fund LP
2,804,392.74 shares deemed beneficially owned by Alaris Capital, LLC

 

(b)

Percent of class:

 

13.48 % deemed beneficially owned by Alaris Master Fund LP
13.48 % deemed beneficially owned by Alaris Capital, LLC

 

(c)

Number of shares as to which Alaris Master Fund LP has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 2,804,392.74

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 2,804,392.74

 

Number of shares as to which Alaris Capital, LLC has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 2,804,392.74

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 2,804,392.74

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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.

 

	October 18, 2021
	Date
Alaris Master Fund LP	/s/ Michael J. Koeppen
	Signature
	Michael J. Koeppen
	Chief Financial Officer
	Name/Title
Alaris Capital, LLC	/s/ Michael J. Koeppen
	Signature
	Michael J. Koeppen
	Chief Financial Officer
	Name/Title

 

 

7

 

 

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