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^*

THL CREDIT PARTNERS BDC HOLDINGS, L.P.

(Last)

(First)

(Middle)

100 FEDERAL STREET, 31ST FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THL Credit, Inc. [ TCRD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2012

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	08/17/2012		J⁽¹⁾		750,000	D	$0⁽¹⁾	5,797,719.812⁽²⁾	D
Common Stock	08/17/2012		J⁽¹⁾		2,408	A	$0⁽¹⁾	2,408⁽³⁾	D
Common Stock	08/17/2012		J⁽⁴⁾		2,408	D	$0⁽⁴⁾	0	D
Common Stock	08/17/2012		J⁽⁵⁾		24	A	$0⁽⁵⁾	24	D
Common Stock	08/17/2012		J⁽⁶⁾		24	D	$0⁽⁶⁾	0	D
Common Stock								6,974.479⁽⁷⁾	D

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. Pro-rata distribution for no consideration in a transaction exempt under Rule 16a-9(a) from THL Credit Partners BDC Holdings, L.P. to its limited partners.

2. These shares are owned by THL Credit Partners BDC Holdings, L.P. THL Credit Partners BDC Holdings GP, LLC is the general partner of THL Credit Partners BDC Holdings, L.P. THL Credit Partners GP, L.P. is the sole member of THL Credit Partners BDC Holdings GP, LLC. THL Credit Group GP, LLC is the general partner of THL Credit Partners GP, L.P. Each of THL Credit Partners BDC Holdings GP, LLC, THL Credit Partners GP, L.P. and THL Credit Group GP, LLC disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. Represents shares of Common Stock distributed to THL Credit Partners GP, L.P. for no consideration in transactions exempt under Rule 16a-9(a) from THL Credit Partners BDC Holdings, L.P. These shares are owned by THL Credit Partners GP, L.P. THL Credit Group GP, LLC is the general partner of THL Credit Partners GP, L.P. THL Credit Group GP, LLC disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. Pro-rata distribution for no consideration in a transaction exempt under Rule 16a-9(a) from THL Credit Partners GP, L.P. to its partners.

5. Represents shares of Common Stock distributed to THL Credit Group GP, LLC for no consideration in a transaction exempt under Rule 16a-9(a) from THL Credit Partners GP, L.P.

6. Pro-rata distribution for no consideration in a transaction exempt under Rule 16a-9(a) from THL Credit Group GP, LLC to its members.

7. These shares are owned by THL Credit Opportunities, L.P. THL Credit Partners GP, L.P. is the general partner of THL Credit Opportunities, L.P. THL Credit Group GP, LLC is the general partner of THL Credit Partners GP, L.P. Each of THL Credit Partners GP, L.P. and THL Credit Group GP, LLC disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

The reporting persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities.

	Stephanie Pare Sullivan as Attorney-in-Fact	08/20/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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