Filing Details

SCHEDULE 13D Amendment No. 0 Fidelity Private Credit Fund Class I Common Shares Cusip # 31634E306 Date of Event Which Requires Filing of This Statement; March 13, 2023 Cusip # 31634E306 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: WC Item 6: Delaware Item 7: 1,280,081.754 Item 8: None Item 9: 1,280,081.754 Item 10: None Item 11: 1,280,081.754 Item 13: 31.340% Item 14: HC Cusip # 31634E306 Item 1: Reporting Person - Abigail P. Johnson Item 4: AF Item 6: United States of America Item 7: None Item 8: None Item 9: 1,280,081.754 Item 10: None Item 11: 1,280,081.754 Item 13: 31.340% Item 14: IN Item 1. Security and Issuer. This Statement on Schedule 13D (this "Schedule 13D") relates To Class I Common Shares of Beneficial Interest (the "Class I Shares") of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"). The Issuer's principal executive offices are located at 245 Summer Street, Boston, MA, 02210 (the "Company"). Item 2. Identity and Background. This statement is being filed by (i) FMR LLC, a Delaware corporation ("FMR") and (ii) Abigail P. Johnson, individual (collectively, the "Reporting Persons"). The business address and principal place of business of the Reporting Persons is 245 Summer Street, Boston, Massachusetts 02210. FMR makes this filing to reflect the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). FMR is a diversified financial services company which provides investment advisory and management services to the Fidelity Investments mutual funds, closed end funds, and to collective investment trusts, private funds and other client accounts. The name and present principal occupation or employment and citizenship of each of the directors and executive officers of FMR are set forth on Schedule A, attached hereto and incorporated herein by reference. With the exception of Abigail P. Johnson, each of the executive officers and directors named on Schedule A disclaims beneficial ownership of any of the Class I Shares that are the subject of this Schedule 13D. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Within the past five years, none of the persons named in this Item 2 or listed on Schedule A hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. FMR Reporters purchased 80 Class I Shares directly from the issuer on September 16, 2022, at a purchase price of $25 per share, and purchased 1,280,001.754 Class I Shares directly from the issuer on March 13, 2023, at a purchase price of $25 per share. The acquisitions of such Class I Shares were funded by operating capital. Item 4. Purpose of Transaction. The acquired securities reported herein are for investment purposes and as seed capital in connection with the launch of the Issuer by Fidelity Diversifying Solutions LLC (the "Adviser"). The Adviser is the Issuer's external manager and is responsible for, among other things, identifying investment opportunities, monitoring the Issuer's investments and determining the composition of the Issuer's portfolio, subject to oversight by the Issuer's Board. The Adviser is an affiliate of FMR. All of the Issuer's officers and trustees, other than the Issuer's independent trustees, are employees of Fidelity Management & Research Company LLC or one of its affiliates. In such capacities, these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although,subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer, and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. Item 5. Interest in Securities of Issuer. (a) and (b) The information contained on the cover page of this Schedule 13D is incorporated herein by reference. As of the date hereof, FMR Reporters directly own 1,280,081.754 issued and outstanding Class I common Shares representing 31.340% of the total amount of Class I Common Shares and have the sole power to vote and dispose of such shares. (c)Schedule C is hereby incorporated by reference. (d)To the best knowledge of the FMR Reporters, no person other than the FMR Reporters have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the FMR Reporters identified in this Item 5. (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SCHEDULE A The name and present principal occupation or employment of each executive officer and director of FMR LLC are set forth below. The business address of each person is 245 Summer Street, Boston, Massachusetts 02210, and the address of the corporation or organization in which such employment is conducted is the same as this business address. All of the persons listed below are U.S. citizens. NAME POSITION WITH PRINCIPAL FMR LLC OCCUPATION Abigail P. Johnson CEO, Director, CEO, Director, & Chairman & Chairman of the of the Board, FMR LLC Board Edward C. Johnson, IV Director Director, FMR LLC & President of Pembroke Real Estate Gerard McGraw Director Director, FMR LLC & Executive Vice President John J. Remondi Director & Executive Director, FMR LLC & Vice President Executive Vice President Michael E. Wilens Director Director, FMR LLC & President Jonathan Chiel Executive Vice President Executive Vice President & General Counsel & General Counsel Margaret Serravalli Chief Financial Officer Chief Financial Officer Roger Stiles Executive Officer Executive Officer, FMR LLC, Head of Technology & Global Services Joanna Rotenberg Executive Officer Executive Officer, FMR LLC & Head of Personal Invseting Ronald DePoalo Executive Officer Executive Officer, FMR LLC & Head of Fund & Brokerage Operations Kevin Barry Executive Officer Executive Officer, FMR LLC & President Bart Grenier Executive Officer Executive Officer, FMR LLC & Head of Asset Management Vadim Zlotnikov Executive Officer Executive Officer, FMR LLC & Head of Fidelity Institutional SCHEDULE C During the past 60 days, the following transactions occurred in the Class I Common Shares for cash as set forth below. Number of Shares Price Per Date Purchased/(Sold) Share FMR 3/13/2023 1,280,001.754 $25.00 Michael E. Wilens 3/13/2023 80,000.462 $25.00 Bart Grenier 3/13/2023 40,000.562 $25.00 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. RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on March 23, 2023, agree and consent to the joint filing on their behalf of this Schedule 13D in connection with their beneficial ownership of the Class I Common Shares of Fidelity Private Credit Fund at March 13, 2023. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.