Amended Statement of Beneficial Ownership (sc 13d/a)
04 10월 2017 - 7:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 10)*
Fifth Street Finance Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
31678A 10 3
(CUSIP Number)
Leonard M. Tannenbaum
777 West Putnam Avenue, 3rd Floor
Greenwich, CT 06830
(203) 681-3600
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 29, 2017
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 31678A 10 3
Item 1. Security
and Issuer
This Schedule 13D/A (this “
Amendment
”) constitutes
Amendment No. 8 to the Schedule 13D filed by Fifth Street Holdings L.P. on February 24, 2016, as amended on March 29, 2016, September
12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017 and July 17, 2017. This Amendment also constitutes Amendment
No. 10 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. on December 31, 2015,
as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March
10, 2017, March 27, 2017 and July 17, 2017. Except as amended herein, each such prior Schedule 13D, as previously amended, remains
in effect. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in
the reporting persons’ Schedules 13D as previously amended.
Item 4. Purpose
of the Transaction
Item 4 of each reporting person’s Schedule 13D, as previously
amended, is hereby amended and supplemented to include the information provided below.
On September 29, 2017, Leonard M. Tannenbaum adopted a sales
plan (the “
Tannenbaum 10b5-1 Plan
”) in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended, pursuant to which Morgan Stanley Smith Barney LLC (“
MSSB
”) is authorized and directed to sell on
behalf of Mr. Tannenbaum up to an aggregate of 971,807 shares of common stock of Fifth Street Finance Corp. (“
FSC Common
Stock
”) in the open market, subject to certain conditions. Sales pursuant to the Tannenbaum 10b5-1 Plan may commence
on the second business day (the “
Selling Start Date
”) after the closing of the transactions contemplated by
that certain Asset Purchase Agreement (the “
Asset Purchase Agreement
”), dated as of July 13, 2017, by and among
Fifth Street Management LLC, Oaktree Capital Management, L.P., Fifth Street Asset Management Inc. (solely for the purposes set
forth therein) and Fifth Street Holdings L.P. (“
FSH
”). Such sales may continue through the earlier of (i) the
close of business on the 44th day after the Selling Start Date, (ii) the date on which all 971,807 shares of FSC common stock designated
to be sold under the Tannenbaum 10b5-1 Plan have been sold and (iii) the close of business on the date on which any person makes
an initial Schedule 13D filing reporting ownership of more than 5% of the issued and outstanding shares of FSC Common Stock.
On September 29, 2017, FSH also adopted a sales plan (the “
Holdings
10b5-1 Plan
”) in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which
MSSB is authorized and directed to sell on behalf of FSH an aggregate of up to 437,799 shares of FSC Common Stock in the open market,
subject to certain conditions. Sales pursuant to the Holdings 10b5-1 Plan may commence on the Selling Start Date and may continue
through (i) the close of business on the 44th day after the Selling Start Date, (ii) the date on which all 437,799 shares of FSC
Common Stock designated to be sold under the Holdings 10b5-1 Plan have been sold and (iii) the close of business on the date on
which any person makes an initial Schedule 13D filing reporting ownership of more than 5% of the issued and outstanding shares
of FSC Common Stock.
Sales of FSC Common Stock made pursuant to each of the Tannenbaum
10b5-1 Plan and the Holdings 10b5-1 Plan will be aggregated and executions shall be allocated pro rata between such plans.
CUSIP No. 31678A 10 3
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
Item 6 of each reporting person’s Schedule 13D is hereby
amended and supplemented as follows:
The description of each of the Holdings 10b5-1 Plan and the
Tannenbaum 10b5-1 Plan provided in Item 4 above are incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
|
Item 7 of each Reporting Person’s Schedule 13D is hereby
amended to include the following:
99.12
|
|
Holdings 10b5-1 Plan, adopted on September 29, 2017
|
99.13
|
|
Tannenbaum 10b5-1 Plan, adopted on September 29, 2017
|
CUSIP No. 31678A 10 3
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 3, 2017
By:
/s/
Leonard M. Tannenbaum
Name: LEONARD M. TANNENBAUM
FIFTH STREET HOLDINGS L.P.
By: Fifth Street Asset Management Inc., its general partner
By:
/s/
Leonard M. Tannenbaum
Name: Leonard M. Tannenbaum
Title: Chief Executive Officer
FIFTH STREET ASSET MANAGEMENT INC.
By:
/s/
Leonard M. Tannenbaum
Name: Leonard M. Tannenbaum
Title: Chief Executive Officer
Fifth Street Finance (NASDAQ:FSC)
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