SEC Form 4 · accession 0001144204-15-055351
Capitala Finance Corp. · CPTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Joseph B Alala III
Officer — See Remarks · Director
Period of report
Sep 15, 2015
Accepted (ET)
Sep 16, 2015 · 8:15 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,F2,F3,F5 | Sep 15, 2015 | M | 71,170 | — | D | 523,483 | I | via Capitala Restricted Shares I, LLC |
| Common StockF3,F4,F1,F2,F5 | Sep 15, 2015 | M | 25,102 | — | A | 188,784 | I | via Capitala Private Investments LLC |
| Common StockF5 | holding | — | — | — | 2,705 | I | via Capitala Transaction Corp. | |
| Common StockF5 | holding | — | — | — | 972 | I | via CapitalSouth Corporation | |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AwardsF3,F4 | — | Sep 15, 2015 | M | 25,102 | D | — | — | Common Stock, par value $0.01 per share | 25,102 | 160,409 | D |
| AwardsF1,F2,F3,F5 | — | Sep 15, 2015 | M | 71,170 | D | — | — | Common Stock, par value $0.01 per share | 71,170 | 523,483 | I |
Explanation of responses
- F1On February 26, 2015, Capitala Restricted Shares I, LLC ("CRS") granted Awards with respect to the 594,598.85 shares of Capitala Finance Corp.'s (the "Issuer") common stock 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 (the "Plan"). The Plan was previously approved by the Issuer's Board of Directors.
- F2(Continued from footnote 1). On September 15, 2015, 10% of the Awards (or 20% in the case of Awards that were 0% vested as of February 26, 2015) vested and, as a result, CRS distributed an aggregate of 71,170 shares of the Issuer's common stock to certain of Capitala Investment Advisors, LLC's employees. The shares of the Issuer's common stock that may be deemed to have been disposed of were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS. Additional Awards under the Plan are scheduled to vest as follows: 10% on September 25, 2016, 30% on September 25, 2017 and 40% on September 25, 2018. Upon settlement, the additional Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.
- 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.
- F4On February 26, 2015, Mr. Alala was granted Awards with respect to 185,510.85 shares of the Issuer's common stock held by CRS. On September 15, 2015, Capitala Private Investments LLC, an entity controlled by Mr. Alala, received 25,102 shares of the Issuer's common stock in accordance with the vesting schedule under the Plan. The shares of the Issuer's common stock that may be deemed to have been acquired by Mr. Alala were previously reported as beneficially owned by Mr. Alala due his controlling interest in CRS. The acquisition was approved in advance by the Board of Directors of the Issuer.
- F5Mr. Alala disclaims beneficial ownership of any of the Issuer's shares directly held by Capitala Private Investments 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.
Remarks
Chairman of the Board of Directors, Chief Executive Officer and President