Franklin Resources (NYSE: BEN) unit takes 100% of Franklin BSP fund Class I
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D
Franklin Resources, Inc., through its wholly owned subsidiary BSP Fund HoldCo (Debt Strategy) L.P., reported beneficial ownership of 75,000 Class I shares of Franklin BSP Lending Fund, representing 100.0% of that share class. HoldCo acquired the shares on January 29, 2026 in a private, non-exchange transaction at $10.00 per share, for a total purchase price of $750,000.00, using its own working capital.
The shares were purchased for investment and to support the fund’s investment strategy. Principal Franklin Resources shareholders Charles B. Johnson and Rupert H. Johnson, Jr. may be deemed beneficial owners under securities rules but each reports 0 shares and 0.0% of the class and disclaims pecuniary interest and beneficial ownership of the reported shares.
Positive
- None.
Negative
- None.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Franklin BSP Lending Fund (Name of Issuer) |
Class I Shares (Title of Class of Securities) |
35243L403 (CUSIP Number) |
Thomas Merchant Franklin Resources, Inc., One Franklin Parkway San Mateo, CA, 94403 800-632-2350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2026 (Date of Event Which Requires Filing of This Statement) |
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 on 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 ("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).
SCHEDULE 13D
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| CUSIP No. | 35243L403 |
| 1 |
Name of reporting person
FRANKLIN RESOURCES INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP No. | 35243L403 |
| 1 |
Name of reporting person
JOHNSON CHARLES B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 35243L403 |
| 1 |
Name of reporting person
JOHNSON RUPERT H JR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 35243L403 |
| 1 |
Name of reporting person
BSP FUND HOLDCO (DEBT STRATEGY) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class I Shares |
| (b) | Name of Issuer:
Franklin BSP Lending Fund |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Franklin Templeton, One Madison Avenue, New York,
NEW YORK
, 10010. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Franklin Resources, Inc. ("FRI"), a Delaware corporation, Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), and BSP Fund HoldCo (Debt Strategy) L.P. ("HoldCo"), a Delaware limited partnership), a California corporation (HoldCo, FAV, and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). HoldCo is a wholly-owned subsidiary of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. C. Johnson and R. Johnson, Jr. are citizens of the United States. |
| (b) | The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FRI and HoldCo, their present principal occupations, citizenship and business addresses are listed on Exhibit C. |
| (c) | The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of HoldCo is to make investments into credit related instruments and vehicles. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit C. |
| (d) | During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting
Persons, none of the persons listed on Exhibit C, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting
Persons, none of the persons listed on Exhibit C, was a 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) | Franklin Resources, Inc. and HoldCo: Delaware
Charles B. Johnson and Rupert H. Johnson, Jr.: USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons have invested in the Issuer as follows:
BSP Fund Holdco (Debt Strategy) L.P.("Holdco"), a wholly-owned subsidiary of FRI, acquired 75,000 Class I shares,
("Shares") on January 29, 2026, using its own working capital, for a purchase price of $750,000.00. | |
| Item 4. | Purpose of Transaction |
Holdco acquired the Shares for investment and to support the Issuer in its investment strategy.
Except as described above, Holdco and FRI currently have no plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 75,000 or 100.0% |
| (b) | Sole power to vote or to direct the vote of the Shares:
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
BSP Fund HoldCo (Debt Strategy) L.P.: 75,000
Shared power to vote or to direct the vote of the Shares: 0
Sole power to dispose or to direct the disposition of the Shares:
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
BSP Fund HoldCo (Debt Strategy) L.P.: 75,000
Shared power to dispose or to direct the disposition of the Shares: 0 |
| (c) | The transactions described below are private purchases effected in non-exchange traded transactions:
Date of Transactions Number of Shares Price Per Share in USD
01/29/2026 75,000 10.00 |
| (d) | Not Applicable |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not Applicable | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement
Exhibit B: Item 5 Ownership
Exhibit C: Principal Executive Officers and Directors of FRI and FAV (EX-1)
EXHIBIT A: JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D
and to all amendments to such statement and that such statement and all amendments to such
statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of
this filing.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By:/s/THOMAS C. MANDIA
Thomas C. Mandia
Assistant Secretary of Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D
BSP FUND HOLDCO (DEBT STRATEGY) L.P
By: Franklin Templeton Institutional GP LLC, its general partner
By:/s/SHIRLEY HAMBELTON
Assistant Secretary of Franklin Templeton Institutional GP LLC
Exhibit B: Item 5 Ownership
C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of FRI's outstanding common stock and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). The Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by a wholly-owned subsidiary of FRI. The Principal Shareholders disclaim any pecuniary interest in any of the Shares reported herein. In addition, the filing of the Schedule 13D on behalf of FRI and the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that it or he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares.
FRI, HoldCo, and the Principal Shareholders believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares held by any of them. |
| SIGNATURE | |
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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Comments accompanying signature:
LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16
REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes andappoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H.Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawfulattorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place andstead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the UnitedStates Securities and Exchange Commission and any national securities exchanges relating to FranklinResources, Inc. (FRI) and/or any registered closed-end company to which an affiliate of FRI is an investmentadviser (each, a Reporting Entity), as considered necessary or advisable under Regulation S-T and Sections13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, asamended from time to time (the Exchange Act); and 2. seek or obtain, as the undersigned's representative and onthe undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person,including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes anysuch person to release any such information to the undersigned and approves and ratifies any such release ofinformation; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary ordesirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledgesthat: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in theirdiscretion on information provided to such attorney-in-fact without independent verification of such information; 2.any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor
any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of
the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for
compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting
requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the
foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and
purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney- in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever
arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the
undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023.
/s/CHARLES B. JOHNSON
Signature
Charles B. Johnson
Print Name
LIMITED POWER OF ATTORNEY FOR
SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby
makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C.
Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of
and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms
ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related
documentation) with the United States Securities and Exchange Commission and any national securities
exchanges relating to Franklin Resources, Inc. (FRI) and/or any registered closed-end company to which an
affiliate of FRI is an investment adviser (each, a Reporting Entity), as considered necessary or advisable under
Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the Exchange Act); and 2. seek or obtain, as
the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of
any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such information to the undersigned and
approves and ratifies any such release of information; and 3. perform any and all other acts which in the
discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection
with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without
independent verification of such information; 2. any documents prepared and/or executed by any such attorneyin-
fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain
such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3.
none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act,
including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned
hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters
as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each
such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any
nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS
WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of
December, 2023
/s/RUPERT H. JOHNSON, JR.
Signature
Rupert H. Johnson, Jr.
Print Name |
FAQ
How many Franklin BSP Lending Fund Class I shares did Franklin Resources report owning?
Franklin Resources, through BSP Fund HoldCo (Debt Strategy) L.P., reported beneficial ownership of 75,000 Class I shares of Franklin BSP Lending Fund. This position represents 100.0% of the outstanding Class I share class according to the beneficial ownership disclosure.
What price did BSP Fund HoldCo pay for Franklin BSP Lending Fund shares?
BSP Fund HoldCo (Debt Strategy) L.P. acquired the Class I shares at $10.00 per share. With 75,000 shares purchased, the total investment amount was $750,000.00, funded from the subsidiary’s own working capital in a private, non-exchange transaction.
When did Franklin Resources’ subsidiary acquire the Franklin BSP Lending Fund shares?
BSP Fund HoldCo (Debt Strategy) L.P., a wholly owned Franklin Resources subsidiary, acquired the 75,000 Class I shares on January 29, 2026. The transaction was described as a private purchase in a non-exchange traded transaction at a fixed price of $10.00 per share.
Why did BSP Fund HoldCo invest in Franklin BSP Lending Fund?
BSP Fund HoldCo (Debt Strategy) L.P. acquired the Class I shares for investment and specifically “to support the Issuer in its investment strategy.” The reporting parties state they currently have no additional plans to acquire or dispose of Franklin BSP Lending Fund securities beyond this investment.
Do Charles B. Johnson and Rupert H. Johnson, Jr. personally own Franklin BSP Lending Fund shares?
Charles B. Johnson and Rupert H. Johnson, Jr. each report beneficial ownership of 0 shares and 0.0% of the Class I shares. Although they may be deemed beneficial owners under Rule 13d-3, they expressly disclaim any pecuniary interest and beneficial ownership in the reported shares.
What is the relationship between Franklin Resources and BSP Fund HoldCo (Debt Strategy) L.P.?
BSP Fund HoldCo (Debt Strategy) L.P. is described as a wholly owned subsidiary of Franklin Resources, Inc. Franklin Resources acts as a holding company for investment management businesses, while HoldCo’s principal business is investing in credit-related instruments and vehicles, including the Franklin BSP Lending Fund shares.