Sec Form 3 Filing - ONEX CORP @ Onex Direct Lending BDC Fund - 2024-10-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ONEX CORP 2. Issuer Name and Ticker or Trading Symbol Onex Direct Lending BDC Fund [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 161 BAY STREET P.O. BOX 700, 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2024 (Street) TORONTO, A6M5J 2S1 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 655,898.146 I See Footnote ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONEX CORP 161 BAY STREET P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex Credit Holdings LLC C/O ONEX CORPORATION 161 BAY STREET P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex Partners V GP Ltd C/O ONEX CORPORATION 161 BAY STREET P.O. BOX 700 TORONTO, A6M5JS1 X Onex Partners Canadian GP Inc. C/O ONEX CORPORATION 161 BAY STREET P.O. BOX 700 TORONTO, A6M5JS1 X SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET P.O. BOX 700 TORONTO, A6M5JS1 X Signatures ONEX CREDIT HOLDINGS LLC, By: /s/ Zachary Drozd, Title: Authorized Signatory 10/28/2024 Signature of Reporting Person Date ONEX PARTNERS CANADIAN GP INC., By: /s/ David Copeland, Vice President and /s/ Derek MacKay, Vice President 10/28/2024 Signature of Reporting Person Date ONEX PARTNERS V GP LIMITED, By: /s/ Kosty Gilis, Authorized Person 10/28/2024 Signature of Reporting Person Date ONEX CORPORATION, By: /s/ Christopher A. Govan, Chief Financial Officer 10/28/2024 Signature of Reporting Person Date GERALD W. SCHWARTZ, By: /s/ Christopher A. Govan, attorney-in-fact for Gerald W. Schwartz 10/28/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 609,508.330 and 46,389.816 Common Shares held directly by Onex Credit Holdings LLC and Onex Corporation, respectively. Onex Corporation may be deemed to beneficially own the Common Shares held by Onex Credit Holdings LLC, through its ownership of all of the equity of Onex Credit Holdings LLC. Mr. Gerald W. Schwartz, the Chairman and Founder of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the Common Shares beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. ( 2 )Convex Re Limited, which is wholly owned by Convex Group Limited, separately beneficially owns shares of the Issuer. Investment funds (the "Onex Funds") indirectly controlled by Onex Partners V GP Limited and Onex Partners Canadian GP Inc., as applicable, own a majority of the equity of Convex Group Limited. Onex Partners Canadian GP Inc., a wholly-owned subsidiary of Onex Corporation, owns of all of the equity of Onex Partners V GP Limited and is the general partner of one of the Onex Funds. ( 3 )The directors appointed by the Onex Corporation and its affiliates sitting on the board of directors of Convex Group Limited are required to recuse themselves from any discussion or vote relating to any investment in the Issuer by the Convex Re Limited, and therefore, the reporting persons disclaim beneficial ownership over any Common Shares held of record by the Convex Re Limited for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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