As filed with the Securities and Exchange Commission on March 29, 2013
 
 

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

Form 8-A
 
 
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
 
 
Goldman Sachs Liberty Harbor Capital, LLC
(Exact name of registrant as specified in its charter)
 
 

 

 
     
Delaware
 
46-2176593
(State of incorporation or organization)
 
(IRS Employer Identification No.)
 
     
200 West Street, New York, New York
 
10282
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
     
Title of each class
to be registered
 
Name of Exchange on which
class is to be registered
Common Stock, par value $0.001 per share
 
New York Stock Exchange
 
     
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.   þ
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.   ¨
 
 
     
Securities Act registration statement file number to which this Form relates:
  
Not yet assigned                                                                               
(If applicable)                                                                  
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None.
 
 
 
 
 
 
Item 1.
Description of Registrant’s Securities to be Registered
The securities to be registered hereby are shares of common stock, $0.001 par value per share, of Goldman Sachs BDC, Inc. which, by operation of law, will be deemed for purposes of Delaware law the same entity as Goldman Sachs Liberty Harbor Capital, LLC (the “Company”) and will continue the business of the Company upon the consummation of the Company’s conversion from a Delaware limited liability company to a Delaware corporation on April 1, 2013.  The description of the shares of common stock contained in the section entitled “Description of Capital Stock” in the prospectus included in the Company’s Registration Statement on Form N-2, as filed with the Securities and Exchange Commission on March 29, 2013, as amended from time to time, is hereby incorporated by reference herein. Any form of prospectus to such Registration Statement that includes such description and that is subsequently filed is hereby also incorporated by reference herein.
 
Item 2.
Exhibits
         The following exhibits to this Registration Statement will be filed as exhibits to the Company’s Registration Statement on Form N-2 and are hereby incorporated herein by reference:
 
     
3.1
  
Form of Certificate of Incorporation (Incorporated by reference to Exhibit No. (a) of the Company’s Registration Statement on Form N-2).
   
3.2
  
Form of Bylaws (Incorporated by reference to Exhibit No. (b) of the Company’s Registration Statement on Form N-2).
   
4.1
  
Form of Stock Certificate (Incorporated by reference to Exhibit No. (d) of the Company’s Registration Statement on Form N-2).
 
 
 
 

SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
             
Date: March 29, 2013
     
GOLDMAN SACHS LIBERTY HARBOR CAPITAL, LLC
       
       
By:
    /s/ Jonathan Lamm
       
 
 Name
Jonathan Lamm
         
 Title:
Chief Financial Officer and Treasurer