SEC Form 4 · accession 0001144204-17-049530
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
Sep 21, 2017
Accepted (ET)
Sep 25, 2017 · 5:59 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 | Sep 21, 2017 | P | 100 | $9.118 | A | 100 | I | via Child |
| Common Stock | Sep 21, 2017 | P | 100 | $9.106 | A | 100 | I | via Child |
| Common StockF1,F2,F5,F6 | Sep 24, 2017 | D | 21,145 | — | A | 21,245 | I | via Capitala Investment Advisors, LLC |
| Common StockF1,F2,F5,F6 | Sep 24, 2017 | D | 2,855 | — | A | 5,560 | I | via Capitala Transaction Corp. |
| Common StockF1,F2,F5,F6 | Sep 24, 2017 | D | 24,000 | — | D | 418,294 | I | via Capitala Restricted Shares I, LLC |
| Common StockF3,F5,F6 | Sep 25, 2017 | M | 180,555 | — | D | 237,739 | I | via Capitala Restricted Shares I, LLC |
| Common StockF4,F5,F6 | Sep 25, 2017 | M | 60,153 | — | A | 365,433 | I | via Capitala Private Investments, LLC |
| Common Stock | holding | — | — | — | 9,611 | D | ||
| Common StockF6 | holding | — | — | — | 972 | I | via CapitalSouth Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AwardsF1,F2,F5,F6 | — | Sep 24, 2017 | D | 24,000 | D | — | — | Common Stock, par value $0.01 per share | 24,000 | 418,294 | I |
| AwardsF3,F5,F6 | — | Sep 25, 2017 | M | 180,555 | D | — | — | Common Stock, par value $0.01 per share | 180,555 | 237,739 | I |
| AwardsF4,F5,F6 | — | Sep 25, 2017 | M | 60,153 | D | — | — | Common Stock, par value $0.01 per share | 60,153 | 80,204 | I |
Explanation of responses
- F1Mr. Richard. G. Wheelahan, III previously held Awards with respect to 26,250 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 Amended and Restated Equity Compensation Plan, dated September 18, 2015 (the "Plan"). On September 24, 2017, Mr. Wheelahan voluntarily forfeited Awards relating to 24,000 shares of the Issuer's common stock to entities controlled by Mr. Alala, and as a result CRS distributed 24,000 shares of the Issuer's common stock to Capitala Investment Advisors, LLC and Capitala Transaction Corp., entities controlled by Mr. Alala.
- F2(continued from Footnote 1) The Plan and such forfeiture and transfer were previously approved by the Issuer's Board of Directors. 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.
- F3In addition to the Awards forfeited by Mr. Wheelahan, CRS previously granted Awards with respect to the 418,294.08 shares of the Issuer's common stock held by CRS to certain of Capitala Investment Advisors, LLC's employees pursuant to the Plan. The Plan was previously approved by the Issuer's Board of Directors. On September 25, 2017, certain of the Awards vested pursuant to the vesting schedule under the Plan and, as a result, CRS distributed an aggregate of 180,554.655 shares of the Issuer's common stock to certain of Capitala Investment Advisors, LLC's employees and related vehicles. 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. The remaining Awards under the Plan are scheduled to vest on September 25, 2018. Upon settlement, the remaining Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.
- F4Capitala Private Investments, LLC ("CPI") previously held Awards with respect to 140,357.68 shares of the Issuer's common stock held by CRS. On September 25, 2017, CPI received 60,153.255 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 CPI were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS. The acquisition was approved in advance by the Board of Directors of the Issuer.
- F5Pursuant 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.
- F6Mr. Alala disclaims beneficial ownership of any of the Issuer's shares directly held by CPI, 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 Securiteis Exchange Act of 1934, as amended, or any other purpose.
Remarks
Chairman of the Board of Directors, Chief Executive Officer and President