SEC Form 4 · accession 0001144204-15-071630
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
Dec 15, 2015
Accepted (ET)
Dec 18, 2015 · 11:51 am EST
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 | Dec 15, 2015 | P | 4,075 | $11.98 | A | 200,279 | I | via Capitala Private Investments LLC |
| Common StockF1,F2,F3 | holding | — | — | — | 505,479 | 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 | 160,409 | 160,409 | D |
Explanation of responses
- F1Mr. Alala disclaims beneficial ownership of any of the Capitala Finance Corp.'s (the "Issuer") 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.
- F2As of the date of this report, unvested Awards with respect to 505,479.08 shares of the Issuer's common stock held by CRS, which is controlled by Mr. Alala and is an affiliate of Capitala Investment Advisors, LLC (the "Adviser"), have been granted to certain of the Adviser's employees pursuant to CRS's Amended and Restated 2015 Equity Compensation Plan, dated September 18, 2015 (the "Plan"). Unvested 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 unvested Awards will become payable on a one-for-one basis in shares of the Issuer's common stock. The Plan was previously approved by the Issuer's Board of Directors. As of the date of this report, Mr. Alala holds unvested Awards with respect to 160,408.68 shares of the Issuer's common stock held by CRS.
- F3Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. avail. Oct. 8, 2015), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered closed-end investment company or business development 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