0001144204-17-007425.txt : 20170210 0001144204-17-007425.hdr.sgml : 20170210 20170210162805 ACCESSION NUMBER: 0001144204-17-007425 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLUB CAPITAL INVESTMENT Corp CENTRAL INDEX KEY: 0001627515 IRS NUMBER: 471893276 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89719 FILM NUMBER: 17593765 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212.750.6060 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: Golub Capital Investment Corp DATE OF NAME CHANGE: 20141209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Golub David CENTRAL INDEX KEY: 0001298389 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1125 PARK AVE. 7A CITY: NEW YORK STATE: NY ZIP: 10128 SC 13G 1 v458993_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Golub Capital Investment Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

December 31, 2016

(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)
	¨	Rule 13d-1(c)
	þ	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).

CUSIP No. N/A

1.	NAMES OF REPORTING PERSONS David B. Golub
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER	0
	6.	SHARED VOTING POWER	5,201,818.073
	7.	SOLE DISPOSITIVE POWER	0
	8.	SHARED DISPOSITIVE POWER	5,201,818.073

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,201,818.073
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.5%
12.	TYPE OF REPORTING PERSON IN

Item 1(a).

Name of Issuer:

Golub Capital Investment Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

666 Fifth Avenue, 18th Floor, New York, NY 10103

Item 2(a).

Name of Person Filing:

David B. Golub

Item 2(b).

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

c/o Golub Capital Investment Corporation

666 Fifth Avenue, 18th Floor, New York, NY 10103

Item 2(c).

Citizenship:

United States

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:

		5,201,818.073

	(b)	Percent of class:

		12.5%

	(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		0

	(ii)	Shared power to vote or to direct the vote

		5,201,818.073

	(iii)	Sole power to dispose or to direct the disposition of
		0

	(iv)	Shared power to dispose or to direct the disposition of

		5,201,818.073

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.

Mr. David B. Golub is a control person of GCOP LLC, GEMS Fund, L.P. and GEMS Fund 4, L.P.

The shares of common stock shown as being owned by Mr. David B. Golub reflect the fact that, due to his control of GCOP LLC, he may be viewed as having shared voting and dispositive power over all of the 1,004,905.973 shares of common stock directly owned by GCOP LLC.

The shares of common stock shown as being owned by Mr. David B. Golub reflect the fact that, due to his control of GEMS Fund, L.P., he may be viewed as having shared voting and dispositive power over all of the 3,116,273.567 shares of common stock directly owned by GEMS Fund, L.P. although voting rights have been passed through to the limited partners. Mr. David B. Golub disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

The shares of common stock shown as being owned by Mr. David B. Golub reflect the fact that, due to his control of GEMS Fund 4, L.P., he may be viewed as having shared voting and dispositive power over all of the 1,080,638.533 shares of common stock directly owned by GEMS Fund 4, L.P. although voting rights have been passed through to the limited partners. Mr. David B. Golub disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications.

Not Applicable

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.

	February 10, 2017
	Date

	/s/ David B. Golub
	Signature

	David B. Golub
	Name/Title