SEC Form 4 · accession 0001144204-15-017860
Garrison Capital Inc. · GARS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Scott Stuart
10% Owner
Period of report
Mar 19, 2015
Accepted (ET)
Mar 23, 2015 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001509892
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Mar 19, 2015 | S | 120,328 | $14.62 | D | 16,996 | I | See footnote |
| Common Stock, par value $0.001 per shareF1,F3 | Mar 19, 2015 | S | 63,455 | $14.62 | D | 8,963 | I | See footnote |
| Common Stock, par value $0.001 per shareF1,F4 | Mar 19, 2015 | S | 105,200 | $14.62 | D | 14,859 | I | See footnote |
| Common Stock, par value $0.001 per shareF1,F5 | Mar 19, 2015 | S | 67,386 | $14.62 | D | 9,518 | I | See footnote |
| Common Stock, par value $0.001 per shareF1,F6 | Mar 19, 2015 | S | 41,460 | $14.62 | D | 5,856 | I | See footnote |
| Common Stock, par value $0.001 per shareF1,F7 | Mar 19, 2015 | S | 487,161 | $14.62 | D | 68,808 | I | See footnote |
| Common Stock, par value $0.001 per shareF2,F8 | Mar 23, 2015 | S | 16,996 | $14.62 | D | 0 | I | See footnote |
| Common Stock, par value $0.001 per shareF3,F8 | Mar 23, 2015 | S | 8,963 | $14.62 | D | 0 | I | See footnote |
| Common Stock, par value $0.001 per shareF4,F8 | Mar 23, 2015 | S | 14,859 | $14.62 | D | 0 | I | See footnote |
| Common Stock, par value $0.001 per shareF5,F8 | Mar 23, 2015 | S | 9,518 | $14.62 | D | 0 | I | See footnote |
| Common Stock, par value $0.001 per shareF6,F8 | Mar 23, 2015 | S | 5,856 | $14.62 | D | 0 | I | See footnote |
| Common Stock, par value $0.001 per shareF7,F8 | Mar 23, 2015 | S | 68,808 | $14.62 | D | 0 | I | See footnote |
| Common Stock, par value $0.001 per shareF9 | holding | — | — | — | 11,382 | I | See footnote | |
| Common Stock, par value $0.001 per shareF10 | holding | — | — | — | 7,750 | I | See footnote | |
| Common Stock, par value $0.001 per shareF11 | holding | — | — | — | 1,261 | I | See footnote | |
| Common Stock, par value $0.001 per shareF12 | holding | — | — | — | 4,079 | I | See footnote | |
| Common Stock, par value $0.001 per shareF13 | holding | — | — | — | 340,801 | I | See footnote | |
| Common Stock, par value $0.001 per shareF14 | holding | — | — | — | 581,907 | I | See footnote | |
| Common Stock, par value $0.001 per shareF15 | holding | — | — | — | 67,202 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Stuart has a pecuniary interest in 14,189 of the shares of Common Stock of the Issuer being sold in these transactions, which involve the sale of an aggregate of 884,990 shares of Common Stock of the Issuer in an underwritten public offering.
- F10Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF 2014 LLC. Due to his control and ownership interest in GSOF 2014 LLC, which directly owns 7,750 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GSOF 2014 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
- F11. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP II 2014 LLC. Due to his control and ownership interest in GSOF-SP II 2014 LLC, which directly owns 1,261 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GSOF-SP II 2014 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
- F12Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP 2014 LLC. Due to his control and ownership interest in GSOF-SP 2014 LLC, which directly owns 4,079 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of GSOF-SP 2014 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
- F13Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates serves as investment adviser to Garrison Capital Fairchild I, Ltd. Due to his control and ownership interest in Garrison Capital Fairchild I, Ltd., which directly owns 340,801 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of Garrison Capital Fairchild I, Ltd. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
- F14Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates serves as investment adviser to Garrison Capital Fairchild II Ltd. Due to his control and ownership interest in Garrison Capital Fairchild II Ltd., which directly owns 581,907 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of Garrison Capital Fairchild II Ltd. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
- F15Due to his control and ownership interest in Garrison Capital Advisers Holdings MM LLC, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock held by Garrison Capital Advisers Holdings MM LLC, except to the extent of his pecuniary interest therein.
- F2Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP LLC. Due to his control and ownership interest in GSOF-SP LLC, which directly owns 16,996 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF-SP LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. GSOF-SP LLC subsequently sold the remaining 16,996 shares of Common Stock of the Issuer in a block trade to an institutional investor on March 23, 2015.
- F3Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP II LLC. Due to his control and ownership interest in GSOF-SP II LLC, which directly owns 8,963 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF-SP II LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. GSOF-SP II LLC subsequently sold the remaining 8,963 shares of Common Stock of the Issuer in a block trade to an institutional investor on March 23, 2015.
- F4Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP DB LLC. Due to his control and ownership interest in GSOF-SP DB LLC, which directly owns 14,859 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF-SP DB LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. GSOF-SP DB LLC subsequently sold the remaining 14,859 shares of Common Stock of the Issuer in a block trade to an institutional investor on March 23, 2015.
- F5Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF LLC. Due to his control and ownership interest in GSOF LLC, which directly owns 9,518 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. GSOF LLC subsequently sold the remaining 9,518 shares of Common Stock of the Issuer in a block trade to an institutional investor on March 23, 2015.
- F6Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOIF Corporate Loan Pools Ltd. Due to his control and ownership interest in GSOIF Corporate Loan Pools Ltd., which directly owns 5,856 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GSOIF Corporate Loan Pools Ltd. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. GSOIF Corporate Loan Pools Ltd. subsequently sold the remaining 5,856 shares of Common Stock of the Issuer in a block trade to an institutional investor on March 23, 2015.
- F7Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GCOH SubCo 2014-1 LLC. Due to his control and ownership interest in GCOH SubCo 2014-1 LLC, which directly owns 68,808 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GCOH SubCo 2014-1 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. GCOH SubCo 2014-1 LLC subsequently sold the remaining 68,808 shares of Common Stock of the Issuer in a block trade to an institutional investor on March 23, 2015.
- F8Mr. Stuart has a pecuniary interest in 2,004 of the shares of Common Stock of the Issuer being sold in these transactions, which involve the sale of an aggregate of 125,000 shares of Common Stock of the Issuer in a block trade to a large institutional investor.
- F9Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GCOH SubCo 2014-2 LLC. Due to his control and ownership interest in GCOH SubCo 2014-2 LLC, which directly owns 11,382 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GCOH SubCo 2014-2 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.