Item 3.02. Unregistered Sales of Equity Securities.

On April 14, 2022, pursuant to a drawdown notice previously delivery to investors, Franklin BSP Lending Corporation (the "Company") issued and sold approximately 5.6 million shares of the Company's common stock, par value $0.001 per share (the "Common Stock") for an aggregate offering price of approximately $41.5 million. As of the date of this notice, the Company has aggregate capital commitments of approximately $154.8 million closed in Q2 2022. The Company will use the $41.5 million of proceeds to pay down its outstanding borrowings, the terms of which are described in Note 5 to the financials statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The sale of Common Stock was made pursuant to the subscription agreements (collectively, the "Subscription Agreements") entered into with certain investors. Pursuant to their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis at a per share price that is not less than the net asset value per share of Common Stock to be acquired.

The 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 thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each Investor is an "accredited investor," as defined in Regulation D under the Securities Act.

The description above is only a summary of the material provisions of the Subscription Agreements and is qualified in its entirety by reference to a copy of the form of Subscription Agreement, which is filed as Exhibit 1.2 to the Company's Current Report on Form 8-K filed on April 7, 2022 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
No.       Description
  1.1       Form of Subscription Agreement.(incorporated by reference to Exhibit
          1.2 of the Company's Current Report on Form 8-K, filed on April 7,
          2022).

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