SEC Form 4 · accession 0001144204-18-032762
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
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 9:13 am 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 StockF3,F4,F5 | Jun 1, 2018 | M | 80,204 | — | A | 534,638 | I | via Capitala Private Investments, LLC |
| Common StockF1,F2,F4,F5 | Jun 1, 2018 | M | 237,739 | — | D | 0 | I | via Capitala Restricted Shares I, LLC |
| Common Stock | holding | — | — | — | 360 | I | via Child | |
| Common Stock | holding | — | — | — | 360 | I | via Child | |
| Common Stock | holding | — | — | — | 9,611 | D | ||
| Common StockF5 | holding | — | — | — | 21,245 | I | via Capitala Investment Advisors, LLC | |
| Common StockF5 | holding | — | — | — | 5,560 | I | via Capitala Transaction Corp. | |
| 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,F1,F2,F4 | — | Jun 1, 2018 | M | 237,739 | D | — | — | Common Stock, par value $0.01 per share | 237,739 | 0 | I |
| AwardsF5,F3,F4 | — | Jun 1, 2018 | M | 80,204 | D | — | — | Common Stock, par value $0.01 per share | 80,204 | 0 | I |
Explanation of responses
- F1Capitala 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.
- F2On June 1, 2018, the remaining outstanding Awards issued under the Plan vested in a transaction previously approved by the Issuer's Board of Directors and, as a result, CRS distributed an aggregate of 237,739.425 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. There are no remaining Awards under the Plan following these transactions.
- F3Capitala Private Investments, LLC ("CPI") previously held Awards with respect to 80,204.425 shares of the Issuer's common stock held by CRS. On June 01, 2018, CPI received 80,204.425 shares of the Issuer's common stock in accordance with 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. There are no further remaining unvested Awards scheduled to vest under the Plan.
- 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.
Remarks
Chairman of the Board of Directors, Chief Executive Officer and President