Private Placement Form 8 K

Item 3.02 - Unregistered Sales of Equity Securities.

On November 1, 2024, Phillip Street Middle Market Lending Fund LLC (the "Company") delivered a capital drawdown notice to investors relating to the sale of approximately 1.9 million common units of the Company's limited liability company interests (the "Common Units") for an aggregate offering price of approximately $37.5 million. The sale is expected to close on or around November 15, 2024.

The sale of Common Units is being made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase Common Units up to the amount of their respective capital commitments on an as-neededbasis with a minimum of ten business days' prior notice to investors.

The issuance and sale of the Common Units are 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 or Regulation S thereunder, as applicable. Each purchaser of Common Units was required to represent that it is (i) either an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the Common Units sold outside the United States, not a "U.S. person" in accordance with Regulation S under the Securities Act and (ii) acquiring the Common Units for investment and not with a view to resell or distribute. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of its Common Units described in this report.