If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 38173M 102
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1
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Name of Reporting Person
David B. Golub
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2
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Check the Appropriate Box if a Member of a Group
(a) o
(b)
o
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3
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SEC Use Only
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4
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Source of Funds
PF
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5
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7
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Sole Voting Power
125,388.954
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8
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Shared Voting Power
9,338,174.917
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9
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Sole Dispositive Power
125,388.954
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10
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Shared Dispositive Power
9,338,174.917
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
9,463,563.871
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12
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares o
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13
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Percentage of Class Represented by Amount in Row
(11)
5.7%
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14
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Type of Reporting Person
IN
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock,
par value $0.001 per share (“Common Stock”), of Golub Capital BDC, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 200 Park Avenue, 25th Floor, New York, NY 10166.
Item 2. Identity and Background.
(a) This statement
on Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities and Exchange Act of 1934, as amended, by David B. Golub
(“Mr. Golub”).
(b) The business address
of Mr. Golub is c/o Golub Capital BDC, Inc., 200 Park Avenue, 25th Floor, New York, NY 10166.
(c) Mr. Golub is the
Vice Chairman of Golub Capital LLC (“Golub Capital”) and also serves as the Chief Executive Officer and a member of
the Board of Directors of the Issuer. The address of the principal executive offices of Golub Capital is 200 Park Avenue, 25th
Floor, New York, NY 10166 and the address of the principal executive offices of the Issuer is 200 Park Avenue, 25th Floor, New
York, NY 10166.
(d) During the last
five years, Mr. Golub has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last
five years, Mr. Golub has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Golub is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On May 6, 2020, pursuant to the Issuer’s public offering
of transferable subscription rights to purchase shares of Common Stock, Mr. Golub subscribed for 25,077 shares of Common Stock
through his personal and individual retirement account for an aggregate amount of $229,956.09 using personal funds. Although he
does not currently intend to do so, Mr. Golub may seek to borrow funds to finance subsequent purchases of shares of Common Stock.
On May 6, 2020, pursuant to the Issuer’s public offering
of transferable subscription rights to purchase shares of Common Stock, GCOP LLC, GGP Holdings, L.P., GEMS Fund, L.P. and GEMS
Fund 4, L.P., each an entity advised by or controlled by affiliates of Golub Capital LLC subscribed for 249,593, 767,873, 887,296
and 1,261,609 shares of Common Stock for $9.17 per share, respectively, using their respective investment capital.
Item 4. Purpose of Transaction.
The shares of Common Stock were acquired solely for investment
purposes. Mr. Golub and the other holders of Common Stock described herein may make additional purchases of the Issuer’s
securities in the open market, in private transactions or otherwise depending on the Issuer’s business, prospects and financial
condition, the market for the Issuer’s securities, general economic conditions, money and stock market conditions and other
future developments. Mr. Golub and the other holders of Common Stock described herein reserve the right to dispose of some or all
of their respective shares of Common Stock in the open market, in private transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Mr. Golub may be deemed to be the beneficial
owner of 9,463,563.871 shares of Common Stock, representing 5.7% of the total issued and outstanding shares of Common Stock. As
set forth below, Mr. Golub’s beneficial ownership of 9,463,563.871 shares of Common Stock is comprised of his direct beneficial
ownership of the 125,388.954 shares of Common Stock owned by Mr. Golub through his personal and individual retirement accounts, his
indirect beneficial ownership of the 1,247,968.022 shares of Common Stock owned by GCOP LLC, his indirect beneficial ownership
of the 767,873 shares of Common Stock owned directly by GGP Holdings, L.P. , his indirect beneficial ownership of 4,436,480.853
shares of Common Stock owned directly by GEMS Fund, L.P., and his indirect beneficial ownership of 2,885,853.042 shares of
Common Stock owned directly by GEMS Fund 4, L.P. All percentages set forth in this statement on Schedule 13D are based upon the
167,239,511 shares of Common Stock issued and outstanding as of the date hereof.
Mr. Golub is the direct beneficial owner of the 125,388.954
shares of Common Stock owned through his personal and individual retirement accounts and has sole voting power and sole dispositive
power over these shares.
Mr. Golub, together with Lawrence E. Golub, through their respective
interest in Golub Capital may be viewed as having shared voting and dispositive power over the 2,015,841.022 shares of Common Stock
held directly by GCOP LLC and GGP Holdings, L.P.
Mr. Golub, together with Lawrence E. Golub, through their respective
interest in Golub Capital may be viewed as having shared dispositive power over all of the 7,322,333.895 shares directly owned
by GEMS Fund, L.P. and GEMS Fund 4, L.P. although voting rights to the Common Stock have been passed through to the limited partners
of such entities. Mr. Golub disclaims beneficial ownership of such shares of Common Stock, except to the extent of his
pecuniary interest therein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Each of the 9,463,563.871
shares of Common Stock over which Mr. Golub has or shares dispositive control is subject to a lock-up agreement, that provides,
among other things, that such shares shall not be offered, pledged, sold or otherwise disposed of for a restricted period of 60
days after April 1, 2020, unless certain waivers are obtained.
Item 7. Materials to Be Filed as Exhibits.
None
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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May 18, 2020
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Date
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/s/ David B. Golub
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Signature
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David B. Golub
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Name
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