SEC Form 4 · accession 0000899243-15-008229
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
Nov 13, 2015
Accepted (ET)
Nov 16, 2015 · 9:30 pm EST
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,F3 | Nov 13, 2015 | P | 3,000 | $15.22 | A | 590,326 | I | See Footnote |
| Common StockF1 | Nov 16, 2015 | P | 3,000 | $15.29 | A | 220,008 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on November 13, 2015 is based on prices ranging from a low of $15.18 per share to a high of $15.25 per share. The reported price for the share purchases made on November 16, 2015 is based on prices ranging from a low of $15.25 per share to a high of $15.30 per share. The reporting person undertakes to provide to Solar Senior Capital Ltd. (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 at each separate price set forth above.
- F2Includes 3,000 shares of the Issuer directly held by Michael S. Gross' profit sharing plan (the "Profit Sharing Plan") reported as purchased on this Form 4. Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan. In addition, the total includes 96,717 shares of the Issuer held by a grantor retained annuity trust setup by and for Mr. Gross (the "GRAT"). As the sole trustee of the GRAT, Mr. Gross may be deemed to directly beneficially own all of the shares held by the GRAT. Also 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.
- F3(Continued from Footnote (2)) Furthermore, the total 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"). 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.
Remarks
Chief Executive Officer, President, Chairman of the Board