SEC Form 5 · accession 0001144204-17-007202

Capitala Finance Corp. · CPTA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Markham Hunt Broyhill

Director

Period of report

Dec 31, 2016

Accepted (ET)

Feb 10, 2017 · 6:07 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 Stock^F1	Jun 22, 2015	P	500	$16.272	A	78,538	D
Common Stock	Jun 22, 2015	P	232	$16.29	A	232	I	via Spouse
Common Stock	Jun 22, 2015	P	68	$16.37	A	300	I	via Spouse
Common Stock	Jun 24, 2015	P	6,000	$16.1782	A	19,580	I	via Broyhill Family Foundation Inc.
Common Stock	Jun 24, 2015	P	2,000	$16.1782	A	2,000	I	via Broyhill Memorial Park Inc.
Common Stock	May 16, 2014	P	824	$18.1914	A	824	I	via Paul H. Broyhill II Irrevocable Trust
Common Stock^F1	holding	—	—		—	37,764	I	via Broyhill Investments, Inc.
Common Stock	holding	—	—		—	78,455	I	via BMC Fund, Inc.
Common Stock	holding	—	—		—	134,857	I	via Claron Investments, LP
Common Stock	holding	—	—		—	6,993	I	via Hibriten Investments of N.C. Limited Partnership

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Awards^F2,F3,F1	—	holding	—	—	—	—	—	Common Stock, par value $0.01 per share	37,357	37,357	D

Explanation of responses

F1In a Form 4 filed on December 1, 2014, Mr. Broyhill inadvertently reported an indirect purchase of 1,000 shares of Capitala Finance Corp.'s (the "Issuer") common stock by Broyhill Investments, Inc. on November 26, 2014. This purchase should have been reported as a direct purchase by Mr. Broyhill, which is reflected in this Form 5.
F2As of the date of this report, Mr. Broyhill holds unvested Awards with respect to 37,357 shares of the Issuer's 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"). The Plan was previously approved by the Issuer's Board of Directors. Unvested Awards under the Plan are scheduled to vest as follows: approximately 43% on September 25, 2017 and approximately 57% 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.
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 plans 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.