SEC Form 4 · accession 0001144204-15-052064
Capitala Finance Corp. · CPTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph B Alala III
Officer — See Remarks · Director
Period of report
Aug 24, 2015
Accepted (ET)
Aug 26, 2015 · 4:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001571329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 24, 2015 | P | 7,500 | $13.2467 | A | 163,682 | I | via Capitala Private Investments LLC |
| Common StockF1,F2,F3 | holding | — | — | — | 594,599 | I | via Capitala Restricted Shares I, LLC | |
| Common StockF1 | holding | — | — | — | 2,705 | I | via Capitala Transaction Corp. | |
| Common StockF1 | holding | — | — | — | 972 | I | via CapitalSouth Corporation | |
| Common StockF1 | holding | — | — | — | 100 | I | via Capitala Investment Advisors, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AwardsF2,F3 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 185,511 | 185,511 | D |
Explanation of responses
- F1Mr. Alala disclaims beneficial ownership of any of the Issuer's shares directly held by Capitala Private Investments LLC, Capitala Restricted Shares I, LLC ("CRS"), Capitala Transaction Corp., CapitalSouth Corporation and Capitala Investment Advisors, LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Alala is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
- F2On February 26, 2015, CRS granted Awards with respect to the 594,598.85 shares held by CRS, which is controlled by Mr. Alala and is an affiliate of Capitala Investment Advisors, LLC, to certain of Capitala Investment Advisors, LLC's employees pursuant to CRS's 2015 Equity Compensation Plan, dated February 26, 2015. Shares of the Issuer's common stock underlying the Awards are scheduled to vest in installments of 10% (or 20% in the case of Awards that are 0% vested as of February 26, 2015) on September 25, 2015, 10% on September 25, 2016, 30% on September 25, 2017 and 40% on September 25, 2018. Upon settlement, the Awards will become payable on a one-for-one basis in shares of the Issuer's common stock. Mr. Alala holds Awards with respect to 185,510.85 shares held by CRS, which were granted to Mr. Alala on February 26, 2015.
- F3Pursuant to the SEC staff no-action letter to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Remarks
Chairman of the Board of Directors, Chief Executive Officer and President