UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 11~~March 17, 2020 (~~February~~March 716, 2020)

Goldman Sachs Middle Market Lending Corp.

(Exact name of registrant as specified in ~~its~~ charter)


Delaware	000-55746	81-2506508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Street, New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 902-0300

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 35.02 – ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~February 7,~~previously ~~2020~~announced, Carmine Rossetti stepped down as the Principal Accounting Officer of Goldman Sachs Middle Market Lending Corp. (the “Company”) ~~delivered~~on aMarch ~~capital~~16, ~~drawdown~~2020. ~~notice~~On toMarch ~~its~~16, ~~investors~~2020, ~~relating~~the to Board of Directors of the ~~sale~~Company appointed David Pessah as Principal Accounting Officer of ~~approximately~~the 3Company. Mr. Pessah,~~301~~ age 34,~~136~~ ~~shares~~has also been appointed as Principal Accounting Officer of ~~common~~Goldman ~~stock~~Sachs ~~for~~BDC, anInc., ~~aggregate~~Goldman ~~offering~~Sachs ~~price~~Private ofMiddle ~~approximately~~Market ~~$62~~Credit LLC, and Goldman Sachs Private Middle Market Credit II LLC.2 Mr. ~~million~~Pessah is a Vice President in the BDC Fund Controllers team of Goldman Sachs Asset Management, L.P., ~~The~~the ~~sale~~Company’s investment adviser. Mr. Pessah is ~~expected~~responsible for fund accounting and financial reporting oversight as well as the continuous improvement of the control environment for the Company. Prior to ~~close~~joining onGoldman orSachs ~~around~~in ~~February 25~~September 2010, ~~2020~~he worked in the audit practice at Ernst & Young LLP. He received a B.S. in Accounting from University of Delaware in 2007 and received his M.B.A. in Finance from Baruch College in 2016.

~~The~~Mr. Pessah ~~sale~~was ofnot ~~common~~appointed ~~stock is being made pursuant~~ to ~~subscription agreements entered into by~~ the ~~Company~~position ~~and its investors. Under the terms~~ of ~~the~~Principal ~~subscription agreements,~~Accounting ~~investors~~Officer ~~are~~pursuant ~~required~~ to ~~fund~~any ~~drawdowns~~arrangement toor ~~purchase~~understanding ~~common~~with ~~stock~~any other upperson. toMr. Pessah ~~the~~has ~~amount~~no offamily ~~their~~relationships ~~respective~~with ~~capital~~any ~~commitments~~director onor anexecutive ~~as-needed~~officer ~~basis~~of ~~with~~the aCompany ~~minimum~~and ofthere ~~five~~are ~~business~~no ~~days’~~transactions ~~prior notice~~in towhich ~~investors~~Mr. Pessah ~~Subject~~has toan ~~its~~interest ~~investors’~~requiring ~~fulfillment~~disclosure ofunder ~~this~~Item ~~capital~~404(a) ~~call,~~of ~~the~~Regulation ~~Company~~S-K ~~will~~promulgated ~~not~~by ~~have~~the ~~any~~Securities ~~remaining~~and ~~undrawn~~Exchange ~~capital commitments~~Commission.

~~The~~SIGNATURES issuance of the common stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D and Regulation S thereunder. Each purchaser of common stock was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the common stock sold outside the United States, not a “U.S. person” in accordance with Regulation S under the Securities Act and (ii) was acquiring the common stock for investment and not with a view to resell or distribute. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances.

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Goldman Sachs Middle Market Lending Corp.

(Registrant)

Date: March 17, 2020

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Financial Officer and Treasurer

Filing Compare · Goldman Sachs Middle Market Lending Corp.