SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Golub David

(Last)

(First)

(Middle)

1125 PARK AVE. 15A

(Street)

NEW YORK

10128

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Golub Capital BDC, Inc. [ GBDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	02/14/2014		S		1,135,853	D	$18.4	0	I	By Golub Capital Company VI LLC⁽¹⁾⁽²⁾
Common Stock, par value $0.001 per share								94,945	D
Common Stock, par value $0.001 per share								433,971	I	By GCI Development LLC⁽³⁾
Common Stock, par value $0.001 per share								6,118	I	By Golub Capital LLC⁽⁴⁾
Common Stock, par value $0.001 per share								3,493	I	GEMS Associates LLC⁽⁵⁾
Common Stock, par value $0.001 per share								59,223	I	CDGQ LLC⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Golub is a control person of Golub Capital LLC, the investment adviser of Golub Capital Company VI LLC ("GCCVI"). Due to his control of and ownership interest in GCCVI, which previously owned 1,135,853 shares of Common Stock of the Issuer, Mr. Golub was viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock had been passed through to the members of GCCVI. On February 14, 2014, GCCVI sold all of its shares at $18.40 per share in three block trades. 1,016,000 shares were sold to funds managed by an institutional investor, 64,000 shares were sold to an investment vehicle for which an affiliated entity serves as a sub adviser, and 55,853 were sold to Golub Capital Employee Grant Program Rabbi Trust for the purpose of awarding incentive compensation to employees of Golub Capital. GCCVI sold all of its shares in order to diversify its investments and will reinvest the proceeds in middle market debt and equity investments.

2. Mr. Golub has a pecuniary interest in 3,716 of the shares of Common Stock of Golub Capital BDC, Inc. being sold in these transactions. To the extent of such pecuniary interest, Mr. Golub's sale of Common Stock of Golub Capital BDC, Inc. reported herein by entities over which Mr. Golub may be viewed as having investment power is matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 3,716 shares of Common Stock, with the purchase of 5,000 shares of Common Stock in December 2013. Upon settlement of these sale transactions, Mr. Golub has agreed to pay to Golub Capital BDC, Inc. an aggregate of $111.48, representing the full amount of the profit realized by him in connection with the short-swing transactions.

3. Due to his control of and ownership interest in GCI Development LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity. These shares are held for the benefit of employees of Golub Capital and vest subject to certain adjustments as specified by the terms of the compensation arrangements. Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by GCI Development LLC except to the extent of his pecuniary interest therein. As of the date thereof, Mr. Golub has no pecuniary interest in the shares of Common Stock held by GCI Development LLC.

4. Due to his control of and ownership interest in Golub Capital LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity. These shares will be held for the benefit of employees of Golub Capital LLC and vest subject to certain adjustments as specified by the terms of the compensation arrangements, Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by Golub Capital LLC except to the extent of his pecuniary interest therein.

5. Mr. Golub is a control person of GEMS Associates LLC. Due to his control of and ownership interest in GEMS Associates LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity. Mr. Golub disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein.

6. The shares reported herein are directly beneficially owned by CDGQ LLC and are held for the benefit of his family trust.

	/s/ David B. Golub	02/18/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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