AMG Pantheon Infrastructure Fund’s beneficial ownership position is reported at 21.3%, or 8,613,598.95 Class S units, prompting a move from Schedule 13G to Schedule 13D after ownership exceeded 20%. The change matters to investors because the 13D status reflects the threshold, while the holders say their purpose remains passive and they intend no change in management or control.

Key Highlights

  • The two Pantheon funds acquired Class S units at $10.87 each on April 1, 2026.
  • Pantheon Infrastructure (QP) paid $31,127,494.40, while its TE Onshore series paid $8,872,505.59.
  • The reporting persons say they have no present plan involving changes to management or control.

Beneficial ownership exceeded 20%, making the short-form Schedule 13G unavailable and requiring a Schedule 13D. The reporting persons say the change in filing status does not alter their purpose, which remains passive Investment without an intent to change management or control.

Pantheon Funds Hold Separate Stakes

BlueArc Capital Management, LLC and BlueArc Core Alternatives Management, LLC each report beneficial ownership of 8,613,598.95 Class S units, equivalent to 21.3%. Ronald Zazworsky, Jr. also reports 8,613,598.95 units and 21.3% beneficial ownership. The reporting persons comprise the two funds, BlueArc Core Alternatives Management, LLC, BlueArc Capital Management, LLC and Zazworsky. BlueArc Core Alternatives Management manages BlueArc Core Alternatives, while BlueArc Capital Management serves as the funds’ investment adviser. Zazworsky is managing director of the funds and chief executive officer of both management entities.

$39,999,999.99 Acquisition Completed

The Class S units were acquired on April 1, 2026, under subscription agreements with AMG Pantheon Infrastructure Fund. The purchase price was $10.87 per Class S unit. Pantheon Infrastructure (QP) paid $31,127,494.40 for its acquisition. Pantheon Infrastructure (QP) (TE Onshore) paid $8,872,505.59.

Passive Intent Remains Unchanged

The reporting persons state that the Class S units were acquired for passive investment purposes. They also state that the investment was made without an intent to effect any change in AMG Pantheon Infrastructure Fund’s management or control. The Schedule 13D replaces a Schedule 13G previously filed on September 2, 2026, because beneficial ownership exceeded 20%. The reporting persons say the switch from the short-form statement does not reflect a change in their purpose or intent. Their stated position remains passive investment without a management or control objective.