SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on June 27, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Palmer Square Capital BDC Inc.
(Name of Issuer) |
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Common Stock, par value $0.001 per share
(Title of Class of Securities) |
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69702V107
(CUSIP Number) |
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Kevin Bergman
6000 France Ave. S., Suite 550, Minneapolis, MN, 55435 (952) 324 - 8900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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05/11/2020
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 (“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).
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SCHEDULE 13D
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| CUSIP No. | 69702V107 |
| 1 |
Name of reporting person
Excelsior Holdings D2 LLC
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
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Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,730,065.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.52 %
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| 14 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person:
Limited liability company
Note to Row 13: Calculated based on 32,373,245 shares of Common Stock, par value $0.001 per share, of Palmer Square Capital BDC Inc. outstanding as of May 6, 2025, as reported in Palmer Square Capital BDC Inc.'s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2025. See Item 5.
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share
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| (b) | Name of Issuer:
Palmer Square Capital BDC Inc.
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| (c) | Address of Issuer's Principal Executive Offices:
1900 Shawnee Mission Parkway, Suite 315, Mission Woods,
KANSAS
, 66205.
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Item 1 Comment:
This Amendment No. 1 (this "Amendment") to Schedule 13D amends the original Schedule 13D filed by Excelsior Holdings D2 LLC ("Excelsior Holdings D2") filed with the Securities and Exchange Commission on March 27, 2020 (the "Original Statement" and together with the Amendment, the "Statement") and relates to the Common Stock, par value $0.001 per share (the "Common Stock") of Palmer Square Capital BDC Inc., a Maryland corporation (the "Issuer"). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Statement. Except as set forth herein, the Original Statement is unmodified.
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| Item 2. | Identity and Background | |
| (a) | This Amendment is being filed by (i) Excelsior Holdings D2, (ii) OV Management LLC ("OV"), and (iii) RMS Family Trust Company LLC ("RMS" and together with Excelsior Holdings D2 and OV, the "Reporting Persons"). OV is the manager of Excelsior Holdings D2, and RMS is the manager of OV. The Original Statement incorrectly identified Excelsior Holdings D LLC as a reporting person. |
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| (b) | The principal business address of Excelsior Holdings D2 and OV is 6000 France Ave. S., Suite 550, Minneapolis, Minnesota, 55435. The principal business address of RMS is 212 South Main Ave., Suite 155, Sioux Falls, South Dakota 57104. |
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| (c) | The principal occupation of Excelsior Holdings D2 is investing in securities. The principal occupation of OV is investing in securities and serving as manager of Excelsior Holdings D2. The primary occupation of RMS is to hold assets in trust for the beneficiaries thereto. |
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| (d) | During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
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| (e) | During the last five years, no Reporting Person was 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. |
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| (f) | Excelsior Holdings D2 is a Delaware limited liability company. OV and RMS are South Dakota limited liability companies. |
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| Item 3. | Source and Amount of Funds or Other Consideration | |
The information contained in Item 3 of the Original Statement is hereby amended and supplemented to include the following information:
The Reporting Persons acquired additional shares of Common Stock through the reinvestment of dividends paid in respect of the Common Stock, pursuant to the Issuer's dividend reinvestment plan. |
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Item 5 of the Original Statement is hereby amended and restated as follows:
As of the date of this Amendment, the Reporting Persons beneficially owned 3,730,065 shares of Common Stock. Based on 32,373,245 shares of Common Stock outstanding as of May 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2025, the Reporting Persons beneficially owned approximately 11.52% of the Common Stock outstanding. |
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| (b) | Excelsior Holdings D2 holds the shares of Common Stock reported in this Statement. OV is the manager of Excelsior Holdings D2, and RMS is the manager of OV. As a result, all Reporting Persons share voting and dispositive power with respect to all the shares of Common Stock reported in this Statement. |
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| (c) | In connection with the Private Placement, on January 23, 2020, Excelsior Holdings D2 purchased 1,250,000 shares of Common Stock at a price of $20.00 per share, and on March 17, 2020 Excelsior Holdings D2 purchased 1,363,051.4906 shares of Common Stock at a price of $18.3412 per share.
The Reporting Persons acquired additional shares in connection with dividend reinvestments pursuant to the Issuer's dividend reinvestment plan. The dividend reinvestments are detailed on Exhibit 2 attached hereto. |
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| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - sec.gov/Archives/edgar/data/1794776/000121390020001219/f1012g2019a1ex10-7_palmer.htm
Exhibit 2 - Dividend Reinvestments
Exhibit 99.1 - Joint Filing Agreement, dated June 27, 2025, among Excelsior Holdings D2 LLC, OV Management LLC, and RMS Family Trust Company LLC |
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| 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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