SEC Form 4 · accession 0000899243-15-004137
Solar Senior Capital Ltd. · SUNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Gross
Officer — See Remarks · Director
Period of report
Aug 25, 2015
Accepted (ET)
Aug 27, 2015 · 6:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001508171
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 25, 2015 | P | 2,239 | $14.77 | A | 572,098 | I | See Footnotes |
| Common StockF1,F2 | Aug 26, 2015 | P | 6,000 | $14.77 | A | 578,098 | I | See Footnotes |
| Common StockF3,F1,F2 | Aug 27, 2015 | P | 1,428 | $14.90 | A | 579,526 | I | See Footnotes |
| Common Stock | holding | — | — | — | 217,008 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 88,917 shares of Solar Senior Capital Ltd. (the "Issuer") held by a grantor retained annuity trust setup by and for Michael S. Gross (the "GRAT"), 9,667 of which is reported as purchased on this Form 4. As the sole trustee of the GRAT, Mr. Gross may be deemed to directly beneficially own all of the shares held by the GRAT. In addition, the total includes 455,500 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 100 shares of the Issuer held by Solar Capital Management, LLC ("Solar Management"), a portion of both of which may be deemed to be indirectly beneficially owned by Mr. Gross and Bruce J. Spohler by virtue of their collective ownership interest therein. Also includes 35,009 shares of the Issuer held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), which is controlled by Solar Capital Partners, LLC ("Solar Capital Partners").
- F2(Continued from Footnote 1) Mr. Gross and Mr. Spohler may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners. Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by Solar Senior Investors, Solar Management or the SCP Plan, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gross is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F3The purchase reported in Column 4 occurred in multiple transactions at the reported price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each separate transaction.
Remarks
Chief Executive Officer, President, Chairman of the Board