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): ~~March~~December 2313, 2016

Griffin-Benefit Street Partners BDC Corp.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-55351



MD		47-0995168
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 469-6100

(Registrant'’s telephone number, including area code)

None

(Former name or former 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))

Item 15.~~01.~~07 ~~Entry~~Submission ~~into~~of ~~Material~~Matters ~~Definitive~~to ~~Agreement~~a Vote of Security Holders

~~Amendment~~Griffin-Benefit Street Partners BDC Corp. (the "Registrant") held its Annual Meeting of Stockholders (the "Annual Meeting") on December 13, 2016. As of October 14, 2016, the record date for the determination of stockholders entitled to ~~Expense~~notice ~~Support~~of, and ~~Conditional~~to ~~Reimbursement~~vote ~~Agreement~~at, the Annual Meeting, 4,563,196 shares were entitled to vote, and 1,680,174 of those shares voted in person or by proxy at the Annual Meeting. Stockholders were asked to consider and act upon:

On• ~~March~~Proposal ~~23,~~1 ~~2016, Griffin~~-~~Benefit~~ ~~Street Partners BDC Corp. (~~the ~~"Registrant")~~election ~~and~~of ~~Griffin~~two ~~Capital~~Class ~~BDC~~II ~~Advisor~~directors, ~~LLC,~~each ~~the Registrant's external advisor (the "Adviser") entered into an Amendment~~ to ~~the~~serve ~~Expense Support and Conditional Reimbursement Agreement (the "Amended ESA"), which is effective~~ for ~~all~~a ~~reimbursement~~three ~~payments,~~year ~~including~~term ~~Operating~~expiring Expenses (as defined below), from the Registrant to the Adviser made on or after December 31, 2015. The Amended ESA provides that the Registrant will not make reimbursement payments to the Adviser unless, at the ~~time~~2019 ofAnnual ~~the~~Meeting reimbursement, the Registrant's Operating Expense Ratio and Annualized Distribution Rate (each, as defined in the Amended ESA) equal or exceed the Operating Expense Ratio and Annualized Distribution Rate, respectively, as of ~~the~~Stockholders ~~date the Adviser made the corresponding expense payment. The Amended ESA limits the Registrant's liability for organization and/~~or ~~offering~~until ~~expenses~~his tosuccessor ~~the~~is ~~sum~~duly ofelected ~~(i) all Expense Payments (as defined in the Amended ESA) paid by the Adviser to the Registrant in cash~~ and ~~not previously reimbursed to the Adviser by the Registrant~~qualified; and (ii) non-organization and offering costs included in the Operating Expenses incurred by the Adviser and its affiliates, and accrued as an amount due to the Adviser by the Registrant. In addition, the Amended ESA created a defined term for Operating Expenses. Operating Expenses is defined as including all costs and expenses paid or incurred by the Registrant, as determined under generally accepted accounting principles, including, without limitation, advisory fees payable under the Registrant's advisory agreement, interest on indebtedness for the covered period, organizational and offering expenses, and expenses incurred in connection with the Registrant's ongoing offering of its common stock. Finally, the Amended ESA provides that the Registrant will repay organization and offering expenses only to the extent that such expenses do not exceed 1.5% of the current amount of gross proceeds that the Registrant has received from its offering.

~~The~~• ~~foregoing~~Proposal ~~summary~~2 of- the ~~material~~ratification ~~terms~~ of the ~~Amended~~appointment ~~ESA~~of isErnst ~~qualified~~& inYoung ~~its~~LLP ~~entirety~~as by the ~~Amended~~Registrant's ~~ESA,~~independent ~~which~~registered ispublic ~~attached~~accounting asfirm ~~Exhibit~~for ~~10.1~~the toyear ~~this~~ending ~~Current~~December ~~Report~~31, ~~on Form 8-K and incorporated herein by reference~~2016.

~~Item~~At ~~5.02~~the ~~Departure~~Annual Meeting the following directors were each elected to serve as a director until the 2019 Annual Meeting of ~~Directors~~Stockholders or ~~Certain~~until ~~Officers;~~his ~~Election~~successor ofis ~~Directors;~~duly ~~Appointment~~elected ofand ~~Certain~~qualified. The ~~Officers;~~votes ~~Compensatory~~for, ~~Arrangements~~votes ofwithheld, ~~Certain~~and ~~Officers~~broker non-votes for each director nominee are set forth below:

Effective March 23, 2016, John Canning, the Registrant's Chief Compliance Officer ("CCO"), in connection with his resignation as a Senior Managing Director at Cipperman Compliance Services, LLC ("Cipperman"), the Registrant's third party compliance firm, resigned from his position as the Registrant's CCO. In connection with Mr. Canning's departure from Cipperman, on March 23, 2016, the Registrant's board of directors (the "Board"), after consultation with Cipperman, appointed Jay Haas, age 45, to serve as the Registrant's CCO.



	Votes For:	Votes Withheld:	Broker Non-Votes:
Richard J. Byrne	1,611,208	14,812	54,154
M. Brent Stevens	1,609,208	16,812	54,154

~~Mr.~~At ~~Haas~~the ~~serves~~Annual asMeeting, ~~one of~~ the ~~compliance~~appointment ~~directors~~of atErnst ~~Cipperman,~~& aYoung ~~position~~LLP heas ~~has~~the ~~held~~Registrant's ~~since~~independent ~~October~~registered ~~2014,~~public ~~where~~accounting hefirm ~~is responsible~~ for ~~compliance~~the ~~testing,~~year ~~maintaining~~ending ~~compliance~~December ~~calendars and manuals~~31, ~~overseeing~~2016 ~~regulatory~~was ~~filings,~~ratified ~~preparing~~by ~~annual~~the ~~review~~following ~~reports,~~vote: ~~conducting sub-advisor due diligence reviews, and assisting in regulatory examinations for various mutual fund companies, investment advisors, and broker-dealers.~~

Mr. Haas has more than 18 years of experience in the financial services industry. Prior to joining Cipperman, from May 2006 to October 2014, Mr. Haas worked at The Vanguard Group, an investment management company, where he served as the Risk Manager and Compliance Manager. In addition, Mr. Haas served in various other positions, including: Vice President, Director of Compliance for Ferris Baker Watts, Inc. from 2004 to 2006; Vice President, Assistant Director of Compliance for Janney Montgomery Scott LLC from 1999 to 2004; and Senior Compliance Examiner and Mentor at FINRA from 1996 to 1999. Mr. Haas received a B.S. in Economics/Finance from Bentley University. Mr. Haas is a licensed securities professional holding Series 7, 9, 10, 14, 24, 55, and 63 licenses and is a FINRA Certified Regulatory Compliance Professional.



	Votes For:	Votes Against:	Votes Abstained:
Ratification of Appointment of Ernst & Young LLP	1,638,113	8,273	33,788

Item 9.01 Exhibits

(d) Exhibits.

10.1 Amendment to Expense Support and Conditional Reimbursement Agreement

Signature(s)

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.

		Griffin-Benefit Street Partners BDC Corp.
Date: March 29, 2016	By:	/s/ Howard S. Hirsch
Date: December 14, 2016	By:	/s/ Howard S. Hirsch
		Howard S. Hirsch
		Vice President and Secretary

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