SEC Form 4/A · accession 0001144204-15-055892
Capitala Finance Corp. · CPTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Joseph B Alala III
Officer — See Remarks · Director
Period of report
Sep 15, 2015
Accepted (ET)
Sep 22, 2015 · 2:31 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,F4,F6 | Sep 15, 2015 | M | 89,120 | — | D | 505,479 | I | via Capitala Restricted Shares I, LLC |
| Common StockF4,F5,F1,F2,F3,F6 | Sep 15, 2015 | M | 25,102 | — | A | 188,784 | I | via Capitala Private Investments LLC |
| Common StockF6 | holding | — | — | — | 2,705 | I | via Capitala Transaction Corp. | |
| Common StockF6 | holding | — | — | — | 972 | I | via CapitalSouth Corporation | |
| Common StockF6 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AwardsF4,F5 | — | Sep 15, 2015 | M | 25,102 | D | — | — | Common Stock, par value $0.01 per share | 25,102 | 160,409 | D |
| AwardsF1,F2,F3,F4,F6 | — | Sep 15, 2015 | M | 89,120 | D | — | — | Common Stock, par value $0.01 per share | 89,120 | 505,479 | I |
Explanation of responses
- F1On February 26, 2015, Capitala Restricted Shares I, LLC ("CRS") granted Awards with respect to 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 (the "Adviser"), to certain of the Adviser'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. This Form 4 amendment is being filed to correct the number of Awards previously reported as having vested on September 15, 2015 pursuant to the Plan. Awards with respect to approximately 17,949.77 shares of the Issuer's common stock were previously inadvertantly not reported as having vested on September 15, 2015 pursuant to the Plan.
- 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 89,119.77 shares of the Issuer's common stock to certain of the Adviser'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.
- F3(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 certain employees of the Adviser were granted Awards with respect to additional shares of the Issuer's common stock held by CRS, which Awards were previously forfeited by a former employee of the Adviser. As of September 18, 2015, unvested Awards with respect to 505,479.08 shares of the Issuer's common stock have been granted pursuant to the A&R Plan. 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 was previously approved by the Issuer's Board of Directors.
- F4Pursuant 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.
- F5On 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 25,102.17 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.
- F6Mr. 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