*
|
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.
|
CUSIP No. N/A |
SCHEDULE 13G |
Page 2 of 9 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
ICONIQ 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
Delaware
|
|||||
|
|
|
|
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
1,028,257
|
|||||
6.
|
SHARED VOTING POWER
0
|
||||||
7.
|
SOLE DISPOSITIVE POWER
1,028,257
|
||||||
8.
|
SHARED DISPOSITIVE POWER
0
|
||||||
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,028,257
|
|||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4% (1)
|
|||||
12.
|
|
TYPE OF REPORTING PERSON
IA, OO
|
|||||
(1)
|
The percent of class was calculated based on 16,167,157 shares of Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024.
|
CUSIP No. N/A |
SCHEDULE 13G |
Page 3 of 9 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
ICONIQ Capital Group, L.P.
|
|||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|||||
3.
|
|
SEC USE ONLY
|
|||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
|
|
|
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
1,028,257
|
|||||
6.
|
SHARED VOTING POWER
0
|
||||||
7.
|
SOLE DISPOSITIVE POWER
1,028,257
|
||||||
8.
|
SHARED DISPOSITIVE POWER
0
|
||||||
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,028,257
|
|||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4% (1)
|
|||||
12.
|
|
TYPE OF REPORTING PERSON
PN, HC
|
|||||
(1)
|
The percent of class was calculated based on 16,167,157 shares of Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, as filed with the SEC on November 7, 2024.
|
CUSIP No. N/A |
SCHEDULE 13G |
Page 4 of 9 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
ICONIQ Capital Group GP, LLC
|
|||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|||||
3.
|
|
SEC USE ONLY
|
|||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
|
|
|
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
1,028,257
|
|||||
6.
|
SHARED VOTING POWER
0
|
||||||
7.
|
SOLE DISPOSITIVE POWER
1,028,257
|
||||||
8.
|
SHARED DISPOSITIVE POWER
0
|
||||||
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,028,257
|
|||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4% (1)
|
|||||
12.
|
|
TYPE OF REPORTING PERSON
OO, HC
|
|||||
(1)
|
The percent of class was calculated based on 16,167,157 shares of Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, as filed with the SEC on November 7, 2024.
|
CUSIP No. N/A |
SCHEDULE 13G |
Page 5 of 9 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
Divesh Makan
|
|||||
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 of America
|
|||||
|
|
|
|
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
1,028,257
|
|||||
6.
|
SHARED VOTING POWER
0
|
||||||
7.
|
SOLE DISPOSITIVE POWER
1,028,257
|
||||||
8.
|
SHARED DISPOSITIVE POWER
0
|
||||||
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,028,257
|
|||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4% (1)
|
|||||
12.
|
|
TYPE OF REPORTING PERSON
IN, HC
|
|||||
(1)
|
The percent of class was calculated based on 16,167,157 shares of Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, as filed with the SEC on November 7, 2024.
|
CUSIP No. N/A |
SCHEDULE 13G |
Page 6 of 9 Pages
|
Item 1.
|
Issuer
|
|||||
|
(a)
|
Name of Issuer:
|
||||
|
|
Diameter Credit Company (the “Issuer”)
|
||||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
||||
|
|
55 Hudson Yards, 29th Floor,
|
||||
|
|
New York, NY 10001
|
||||
Item 2.
|
Filing Person
|
|||||
|
(a) - (c)
|
Name of Persons Filing; Address; Citizenship:
|
||||
|
(i)
|
ICONIQ Capital, LLC, a Delaware limited liability company (“ICONIQ Capital”), is the investment manager to BB Holdings BD LP (“Fund”).
|
||||
|
(ii)
|
ICONIQ Capital Group, L.P., a Delaware limited partnership (“ICONIQ Group”), is the sole member of ICONIQ Capital.
|
||||
|
(iii)
|
ICONIQ Capital Group GP, LLC, a Delaware limited liability company (“ICONIQ Group GP”), is the general partner of ICONIQ Group.
|
||||
|
(iv)
|
Divesh Makan, a citizen of the United States (“Makan”), is the sole member of ICONIQ Group GP (together with ICONIQ Capital, ICONIQ Group and ICONIQ Group GP, the “Reporting Persons”).
|
||||
|
|
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale Street, Suite 2300, San Francisco,
CA 94105.
|
||||
|
(d)
|
Title of Class of Securities:
|
||||
|
|
Common Shares, $0.001 par value per share (“Common
Stock”)
|
||||
|
(e)
|
CUSIP Number:
|
||||
|
|
N/A
|
||||
|
||||||
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||||
(a)
|
|
☐
|
|
Broker or dealer registered under Section 15 of the Act;
|
||
|
|
|
||||
(b)
|
|
☐
|
|
Bank as defined in Section 3(a)(6) of the Act;
|
||
|
|
|
|
|
||
(c)
|
|
☐
|
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
||
|
|
|
||||
(d)
|
|
☐
|
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
||
|
|
|
||||
(e)
|
|
☒
|
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
||
|
|
|
||||
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
||
|
|
|
||||
(g)
|
|
☒
|
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
||
|
|
|
||||
(h)
|
|
☐
|
|
A savings associations 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 of 1940;
|
||
|
|
|
||||
(j)
|
|
☐
|
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
||
|
|
|
||||
(k)
|
|
☐
|
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
|
||
|
|
|
|
|
||
|
|
|
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
CUSIP No. N/A |
SCHEDULE 13G |
Page 7 of 9 Pages
|
Item 4.
|
Ownership.
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons is incorporated herein by reference. |
||
(a) and (b) |
Amount beneficially owned: | |
|
(i)
|
ICONIQ Capital may be deemed to beneficially own 1,028,257 shares of Common Stock, held by the Fund, which represents approximately 6.4% of the outstanding shares of Common Stock.
|
|
(ii)
|
ICONIQ Group may be deemed to beneficially own 1,028,257 shares of Common Stock, beneficially owned by ICONIQ Capital, which represents
approximately 6.4% of the outstanding shares of Common Stock.
|
|
(iii)
|
ICONIQ Group GP may be deemed to beneficially own 1,028,257 shares of Common Stock, beneficially owned by ICONIQ Group, which represents
approximately 6.4% of the outstanding shares of Common Stock.
|
|
(iv)
|
Makan may be deemed to beneficially own 1,028,257 shares of Common Stock, beneficially owned by ICONIQ Group GP, which represents approximately 6.4% of the outstanding shares of Common Stock. |
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Number of Common Stock
|
|
||||||||||||||
Reporting Person
|
|
(i)
|
|
|
(ii)
|
|
|
(iii)
|
|
|
(iv)
|
|
|||||
|
|
|
|
|
|||||||||||||
ICONIQ Capital
|
1,028,257
|
0
|
1,028,257
|
|
|
|
0
|
|
|||||||||
ICONIQ Group
|
1,028,257
|
0
|
1,028,257
|
|
|
|
0
|
|
|||||||||
ICONIQ Group GP
|
1,028,257
|
0
|
1,028,257
|
|
|
|
0
|
|
|||||||||
Mr. Makan
|
1,028,257
|
0
|
1,028,257
|
|
|
|
0
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
(i)
|
Sole power to vote or direct the vote
|
||||||||||||||||
(ii)
|
Shared power to vote or to direct the vote
|
||||||||||||||||
(iii)
|
Sole power to dispose or to direct the disposition of
|
||||||||||||||||
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Item 10.
|
Certification.
|
|
|
|
|
|
|
ICONIQ Capital, LLC, a Delaware limited liability company
|
||
|
|
|
|
|
By:
|
|
ICONIQ Capital Group, LLC,
|
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
|
|
By:
|
|
ICONIQ Capital Group GP, LLC,
|
|
|
|
a Delaware limited liability company, its General Partner
|
|
|
|
|
|
By:
|
|
Divesh Makan
|
|
Title:
|
|
Authorized Person
|
|
|
||
|
/s/ Divesh Makan
|
||
|
Signature of Reporting Person
|
||
|
ICONIQ Capital Group, L.P., a Delaware limited partnership
|
||
|
|
|
|
|
By:
|
|
ICONIQ Capital Group GP, LLC,
|
|
|
|
a Delaware limited liability company, its General Partner
|
|
|
|
|
|
By:
|
|
Divesh Makan
|
|
Title:
|
|
Authorized Person
|
|
|
||
|
/s/ Divesh Makan
|
||
|
Signature of Reporting Person
|
|
ICONIQ Capital Group GP, LLC, a Delaware limited liability company
|
||
|
|
|
|
|
By:
|
|
Divesh Makan
|
|
Title:
|
|
Authorized Person
|
|
|
||
|
/s/ Divesh Makan
|
||
|
Signature of Reporting Person
|
|
Divesh Makan
|
|
|
|
/s/ Divesh Makan
|
|
|
|
ICONIQ Capital, LLC, a Delaware limited liability company
|
||
|
|
|
|
|
By:
|
|
ICONIQ Capital Group, LLC,
|
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
|
|
By:
|
|
ICONIQ Capital Group GP, LLC,
|
|
|
|
a Delaware limited liability company, its General Partner
|
|
|
|
|
|
By:
|
|
Divesh Makan
|
|
Title:
|
|
Authorized Person
|
|
|
||
|
/s/ Divesh Makan
|
||
|
Signature of Reporting Person
|
||
|
ICONIQ Capital Group, L.P., a Delaware limited partnership
|
||
|
|
|
|
|
By:
|
|
ICONIQ Capital Group GP, LLC,
|
|
|
|
a Delaware limited liability company, its General Partner
|
|
|
|
|
|
By:
|
|
Divesh Makan
|
|
Title:
|
|
Authorized Person
|
|
|
||
|
/s/ Divesh Makan
|
||
|
Signature of Reporting Person
|
|
ICONIQ Capital Group GP, LLC, a Delaware limited liability company
|
||
|
|
|
|
|
By:
|
|
Divesh Makan
|
|
Title:
|
|
Authorized Person
|
|
|
||
|
/s/ Divesh Makan
|
||
|
Signature of Reporting Person
|
|
Divesh Makan
|
|
|
|
/s/ Divesh Makan
|
|
|