SEC Form 4 · accession 0001144204-17-059258
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
Nov 13, 2017
Accepted (ET)
Nov 15, 2017 · 10:50 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,F5 | Nov 13, 2017 | P | 60,000 | $7.76 | A | 425,433 | I | via Capitala Private Investments, LLC |
| Common StockF5 | Nov 14, 2017 | P | 20,000 | $7.7794 | A | 445,433 | I | via Capitala Private Investments, LLC |
| Common StockF5 | Nov 14, 2017 | P | 9,000 | $7.7971 | A | 454,433 | I | via Capitala Private Investments, LLC |
| Common Stock | holding | — | — | — | 9,611 | D | ||
| Common Stock | holding | — | — | — | 100 | I | via Child | |
| Common Stock | holding | — | — | — | 100 | I | via Child | |
| Common StockF5 | holding | — | — | — | 21,245 | I | via Capitala Investment Advisors, LLC | |
| Common StockF5 | holding | — | — | — | 5,560 | I | via Capitala Transaction Corp. | |
| Common StockF5 | holding | — | — | — | 237,739 | I | via Capitala Restricted Shares I, LLC | |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| AwardsF5,F3,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 80,204 | 80,204 | I |
| AwardsF5,F6,F2,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 237,739 | 237,739 | I |
Explanation of responses
- F1The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $7.646 to $7.80. The reporting person undertakes to provide to the SEC, the issuer and any security holder, upon request, full information regarding the number of shares and the prices at which the shares were purchased.
- F2Capitala Restricted Shares I, LLC ("CRS") previously granted Awards with respect to the 237,739.425 shares of Capitala Finance Corp.'s (the "Issuer") common stock held by CRS to certain of Capitala Investment Advisors, LLC's employees pursuant to CRS's 2015 Amended and Restated Equity Compensation Plan, dated September 18, 2015 (the "Plan"). The Plan was previously approved by the Issuer's Board of Directors. 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.
- F3Capitala Private Investments, LLC ("CPI") holds Awards with respect to 80,204.425 shares of the Issuer's common stock held by CRS.
- F4Pursuant 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.
- F5Mr. 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 Securities Exchange Act of 1934, as amended, or any other purpose.
- F6This row reflects all of the Awards of CRS currently outstanding under the Plan. As CRS is controlled by Mr. Alala, this row is included to show the one-to-one relationship between the Awards issued under the Plan and CRS's ownership of shares of the common stock of the Issuer.
Remarks
Chairman of the Board of Directors, Chief Executive Officer and President