SEC Form 4 · accession 0001209191-16-140793
Oaktree Specialty Lending Corp · OCSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leonard M Tannenbaum
10% Owner
Fifth Street Asset Management Inc.
10% Owner
Fifth Street Holdings L.P.
10% Owner
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 5:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001414932
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PSA in respect of SwapsF1,F2,F3 | $6.25 | Sep 7, 2016 | X | 1 | D | — | Sep 7, 2016 | Common stock, par value $0.01 per share | 3,878,542 | 0 | I |
Explanation of responses
- F1Each of Mr. Tannenbaum, Fifth Street Asset Management Inc. and Fifth Street Holdings L.P. ("FSH") (together, the "Reporting Persons") is a party to the Purchase and Settlement Agreement, dated as of February 18, 2016 ( the "PSA"), entered into by and among Fifth Street Finance Corp. (the "Company"), the Reporting Persons and the Sellers (as defined below). The "Sellers" are RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund (collectively, the "RiverNorth Parties"), Randy I. Rochman, Fred G. Steingraber and Murray R. Wise. Pursuant to the PSA, the Reporting Persons agreed with the counterparties (the "Counterparties" and each a "Counterparty") to certain cash-settled total return swap agreements (the "Swaps" and each a "Swap") in reference to an aggregate 3,878,542 shares of Company common stock, par value $0.01 per share (continued in footnote 2)
- F2(the "Common Stock") that upon the applicable valuation or deemed valuation of any such Swap, (i) if in any case the final price applicable to such Swap, as between the applicable Counterparty and the bank with which the applicable Counterparty had entered into such Swap (or deemed final price deemed applicable under the PSA), was greater than $6.25 per share, then such Counterparty shall pay to FSH a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of such final price over $6.25, and (ii) if in any case such final price (or deemed final price applicable under the PSA) was less than $6.25 per share, then FSH shall pay to such Counterparty a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of $6.25 over such final price. On September 7, 2016, FSH and the Counterparties agreed that the amount then due from FSH to the Counterparties under the terms of the PSA was $160,265.90. (continued in footnote 3)
- F3On that date, the Reporting Persons and the RiverNorth Parties entered into the Mutual Release and Waiver of Rights under the PSA (the "Mutual Release and Waiver") pursuant to which the Reporting Persons paid the Counterparties or their affiliates the entire amount of $160,265.90 then due under the PSA (such payment, the "Swap Settlement"). As a result of the Swap Settlement, the Reporting Persons no longer have a pecuniary interest in the Swaps.