SEC Form 4 · accession 0001144204-16-125618
Capitala Finance Corp. · CPTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen A. Arnall
Officer — Chief Financial Officer
Period of report
Sep 25, 2016
Accepted (ET)
Sep 27, 2016 · 7:48 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 | Sep 25, 2016 | M | 2,125 | — | A | 10,910 | 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,F3 | — | Sep 25, 2016 | A | 3,000 | A | — | — | Common Stock, par value $0.01 per share | 17,000 | 17,000 | D |
| AwardsF1,F2,F3 | — | Sep 25, 2016 | M | 2,125 | D | — | — | Common Stock, par value $0.01 per share | 2,125 | 14,875 | D |
Explanation of responses
- F1Mr. Arnall previously held Awards with respect to 14,000 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 Amended and Restated 2015 Equity Compensation Plan, dated September 18, 2015 (the "Plan"). On September 25, 2016, Mr. Arnall was granted Awards with respect to an additional 3,000 shares of the Issuer's common stock held by CRS, which Awards were previously forfeited by a former employee of Capitala Investment Advisors, LLC.
- F2(Continued from footnote 1). On September 25, 2016, CRS also distributed to Mr. Arnall 2,125 shares of the Issuer's common stock in accordance with the vesting schedule under the Plan. The Plan and this acquisition were previously approved by the Issuer's Board of Directors. Additional Awards under the Plan are scheduled to vest as follows: 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 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 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.