Filing Details

SCHEDULE 13D Amendment No. 3 Fidelity Private Credit Fund Class I Common Shares Cusip # 31634E306 Date of Event Which Requires Filing of This Statement; May 25, 2023 Cusip # 31634E306 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: WC Item 6: Delaware Item 7: 1,626,805.818 Item 8: None Item 9: 1,626,805.818 Item 10: None Item 11: 1,626,805.818 Item 13: 21.506% 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: 1,626,805.818 Item 10: None Item 11: 1,626,805.818 Item 13: 21.506% Item 14: IN This statement constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D originally filed with the Securities and Exchange Commission on March 23, 2023 (the "Original Schedule 13D"), which Original Schedule 13D was amended by Amendment No. 1 on April 26, 2023, and was amended by Amendment No. 2 on May 26, 2023, and relates to the Class I Common Shares, of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"), which has its principal executive offices at 245 Summer Street, Boston, MA, 02210 (the "Company"). Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged. Item 2. Identity and Background. The information in Item 2(b)- (c) and (f) is hereby amended by replacing Schedule A thereof with the Schedule A attached hereto. Item 5. Interest in Securities of Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (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 1,626,805.818 issued and outstanding Class I common Shares representing 21.506% 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. 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 Stephen C. Neff Director Director, FMR LLC 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. (i) FMR Reporters effected the following transactions: Number of Shares Price Per Date Purchased/(Sold) Share 6/27/2023* 346,722.776 $25.23 *On June 1, 2023, the Reporting Person's subscription to purchase Class I Common Shares of the Issuer was accepted. On June 27, 2023, the number of shares being purchased by the Reporting Person was fixed when the purchase price per share was determined by the Issuer. 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 July 13, 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 July 12, 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.