SEC Form 4 · accession 0001144204-15-055889
Capitala Finance Corp. · CPTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Wheelahan
Officer — Chief Compliance Officer
Period of report
Sep 18, 2015
Accepted (ET)
Sep 22, 2015 · 2:26 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 Stock | holding | — | — | — | 8,837 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AwardsF1,F2 | — | Sep 18, 2015 | A | 6,000 | A | — | — | Common Stock, par value $0.01 per share | 30,000 | 30,000 | D |
Explanation of responses
- F1On February 26, 2015, Mr. Wheelahan was granted Awards with respect to 27,000 shares of Capitala Finance Corp.'s (the "Issuer") common stock held by Capitala Restricted Shares I, LLC ("CRS"), which is controlled by Joseph B. Alala, III and is an affiliate of Capitala Investment Advisors, LLC, pursuant to CRS's 2015 Equity Compensation Plan, dated February 26, 2015 (the "Plan"). On September 15, 2015, CRS distributed to Mr. Wheelahan 3,000 shares of the Issuer's common stock in accordance with the vesting schedule under the Plan.
- F2(Continued from footnote 1). On September 18, 2015, CRS entered into an Amended and Restated 2015 Equity Compensation Plan (the "A&R Plan") pursuant to which Mr. Wheelahan was granted Awards with respect to an additional 6,000 shares of the Issuer's common stock held by CRS, which Awards were previously forfeited by a former employee of Capitala Investment Advisors, LLC. Unvested Awards under the A&R 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 unvested Awards will become payable on a one-for-one basis in shares of the Issuer's common stock. The A&R Plan and this acquisition were previously approved by the Issuer's Board of Directors.
- F3Pursuant to the SEC staff no-action letter to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plans 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.