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*
BAIN CAPITAL CREDIT MEMBER, LLC

(Last) (First) (Middle)
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bain Capital Specialty Finance, Inc. [ NONE ]
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)
01/20/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 01/20/2017 P 4,946,337.61 A $99,421,386 9,917,406.91 I See footnotes(1)(2)
Common Stock 02/15/2017 P 734,517.45 A $14,859,288 10,651,924.36 I See footnotes(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BAIN CAPITAL CREDIT MEMBER, LLC

(Last) (First) (Middle)
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital Distressed & Special Situations 2016 (F), L.P.

(Last) (First) (Middle)
C/O BAIN CAPITAL CREDIT, LP

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCSF Holdings, L.P.

(Last) (First) (Middle)
C/O BAIN CAPITAL CREDIT, LP
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. As of February 15, 2017, shares of common stock of the issuer are directly held by the following entities: (a) 5,656,301.47 by BCSF Holdings, LP ("BCSF Holdings"), whose general partner is BCSF Holdings Investors, L.P. ("BCSF Holdings GP"), (b) 4,189,552.24 by Bain Capital Distressed and Special Situations 2016 (F), L.P. ("F Holdings"), whose general partner is Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. ("F Holdings GP"), and (c) 806,070.65 by Bain Capital Credit Holdings (MRF), L.P. ("MRF Holdings" and together with BCSF Holdings and F Holdings, the "Funds"), whose general partner is Bain Capital Credit Holdings Investors (MRF), LP ("MRF Holdings GP"). Bain Capital Credit Member, LLC ("BCCM") is the general partner of BCSF Holdings GP, F Holdings GP and MRF Holdings GP.
2. As of February 15, 2017, BCCM may be deemed to share beneficial ownership of all 10,651,924.36 shares of common stock held of record by the Funds, but disclaims beneficial ownership of such shares, except to the extent of its respective pecuniary interest therein.
/s/ Bain Capital Credit Member, LLC 02/17/2017
/s/ Bain Capital Distressed and Special Situations 2016 (F), L.P. 02/17/2017
/s/ BCSF Holdings, L.P. 02/17/2017
** 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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