Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Amendment No. 7
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SLR Investment Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83413U100
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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CUSIP No. 83413U100
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13G/A
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||||||||||||||||||||||||
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael S. Gross
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||||||||||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||||||||||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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||||||||||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
455,620
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|||||||||||||||||||||||
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6
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SHARED VOTING POWER
2,250,018
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7
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SOLE DISPOSITIVE POWER
455,620
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||||||||||||||||||||||||
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8
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SHARED DISPOSITIVE POWER
2,250,018
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||||||||||||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,705,638
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||||||||||||||||||
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%**
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||||||||||||||||||||||||
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12
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TYPE OF REPORTING PERSON*
IN
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||||||||||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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||||||||||||||||||||||||
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**
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SEE ITEM 4(B).
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CUSIP No. 83413U100
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13G/A
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||||||||||||||||||||||||
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce J. Spohler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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||||||||||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
67,526
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|||||||||||||||||||||||
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6
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SHARED VOTING POWER
2,371,524
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7
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SOLE DISPOSITIVE POWER
67,526
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8
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SHARED DISPOSITIVE POWER
2,371,524
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,050
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%**
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12
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TYPE OF REPORTING PERSON*
IN
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||||||||||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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**
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SEE ITEM 4(B).
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CUSIP No. 83413U100
|
13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Solar Capital Investors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||||||||||
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3
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SEC
USE ONLY
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||||||||||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||||||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
1,285,013
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|||||||||||||||||||||||
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6
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SHARED VOTING POWER
0
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||||||||||||||||||||||||
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7
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SOLE DISPOSITIVE POWER
1,285,013
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||||||||||||||||||||||||
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8
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SHARED DISPOSITIVE POWER
0
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||||||||||||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285,013
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||||||||||||||||||||||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%**
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12
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TYPE OF REPORTING PERSON*
OO
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||||||||||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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**
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SEE ITEM 4(B).
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CUSIP No. 83413U100
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13G/A
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||||||||||||||||||||||||
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Solar Capital Investors II, LLC
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||||||||||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||||||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
715,000
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|||||||||||||||||||||||
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6
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<
div style="font-size: 12pt">SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
715,000
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||||||||||||||||||||||||
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8
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SHARED DISPOSITIVE POWER
0
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||||||||||||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%**
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12
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TYPE OF REPORTING PERSON*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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**
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SEE ITEM 4(B).
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||||||||||||||||||||||||
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CUSIP No. 83413U100
|
13G/A
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||||||||||||||||||||||||
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2013 Grantor Retained Annuity Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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||||||||||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
20,000
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
20,000
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less Than 0.1%**
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12
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TYPE OF REPORTING PERSON*
OO
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||||||||||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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**
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SEE ITEM 4(B).
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||||||||||||||||||||||||
Introductory Note for Schedule 13G
This Amendment No. 7 to the Schedule 13G (this “Amendment No. 7”) is being filed to update the information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on
February 17, 2015 (the “Original Schedule 13G”), the information set forth in Amendment No. 1 to the Original Schedule 13G filed with the Securities and Exchange Commission on November 16, 2015 (the “Amendment No. 1”), the information
set forth in Amendment No. 2 to the Original Schedule 13G filed with the Securities and Exchange Commission on February 5, 2016 (the “Amendment No. 2”), and the information set forth in Amendment No. 3 to the Original Schedule 13G filed with
the Securities and Exchange Commission on February 9, 2017 (the “Amendment No. 3”), the information set forth in Amendment No. 4 to the Original Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018 (the “Amendment
No. 4”), the information set forth in Amendment No. 5 to the Original Schedule 13G filed with the Securities and Exchange Commission on February 10, 2020 (the “Amendment No. 5”), and the information set forth in Amendment No. 6 to the
Original Schedule 13G filed with the Securities and Exchange Commission on February 16, 2021 (the “Amendment No. 6” and collectively with the Original Schedule 13G and the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the
Amendment No. 4, and the Amendment No. 5, the “Schedule 13G”). This Amendment No. 7 is filed on behalf of Mr. Michael S. Gross; Mr. Bruce J. Spohler; Solar Capital Investors, LLC, a Delaware limited liability company (“Solar I”); Solar
Capital Investors II, LLC, a Delaware limited liability company (“Solar II”); and the 2013 Grantor Retained Annuity Trust setup by and for Mr. Gross and for which he acts as sole trustee (the “GRAT”) to report their beneficial ownership
of common stock, par value $0.01 per share (the “Common Stock”) of Solar Capital, Ltd., a Maryland corporation (the “Issuer”).
This Schedule 13G, as amended by Amendment No. 7, relates to Common Stock of the Issuer purchased by Mr. Gross directly in his personal accounts and by Mr. Gross indirectly through Solar I, Solar II, the
GRAT, certain trusts for the benefit of his family members, a profit sharing plan in which Mr. Gross is the sole participant (the “Profit Sharing Plan”) and Solar Capital Partners Employee Stock Plan, LLC (the “SCP Plan”), which is
controlled by Solar Capital Partners, LLC (“Solar Partners”). This Schedule 13G, as amended by Amendment No. 7, also relates to the Common Stock of the Issuer purchased by Mr. Spohler directly in his personal accounts and indirectly through
Solar I, Solar II and the SCP Plan. Mr. Gross and Mr. Spohler are controlling members of Solar I, Solar II and Solar Partners. Solar Partners is the controlling member of the SCP Plan, and thus, Mr. Gross and Mr. Spohler direct the control of the SCP
Plan through Solar Partners. Mr. Gross serves as the sole trustee of the GRAT and the trusts for the benefit of family members and, as a result, has sole power to direct the vote and disposition of those shares of Common Stock held by the GRAT and
the family trusts. Mr. Gross is the sole participant in the Profit Sharing Plan, and thus, has sole power to direct the vote and disposition of those shares of Common Stock held by the Profit Sharing Plan. Mr. Gross, as beneficial owner of the shares
held directly in his personal accounts and indirectly by Solar I, Solar II, the GRAT, the Profit Sharing Plan and the SCP Plan, may direct the vote and disposition of 2,705,638 shares of Common Stock. Mr. Spohler, as the beneficial owner of shares
held directly in his personal accounts and indirectly by Solar I, Solar II and the SCP Plan, may direct the vote and disposition of 2,317,544 shares of Common Stock. Of the above shares, Solar I holds 1,285,013 shares of Common Stock and may direct
the vote and disposition of those shares. Solar II holds 715,000 shares of Common Stock and may direct the vote and disposition of those shares. The GRAT holds 20,000 shares of Common Stock and may direct the vote and disposition of those shares.
Messrs. Gross and Spohler, as the controlling members of Solar Partners, are deemed to indirectly beneficially own the 250,005 shares of Common Stock held by the SCP Plan. Mr. Gross, as the sole participant in the Profit Sharing Plan, is deemed to
directly beneficially own the 97,250 shares of Common Stock held by the Profit Sharing Plan. The Schedule 13G is hereby amended and restated to read as follows:
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Item 1(a)
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Name of Issuer.
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SLR Investment Corp.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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500 Park Avenue
New York, NY 10022
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Item 2(a)
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Name of Person Filing.
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Mr. Michael S. Gross, Mr. Bruce J. Spohler, Solar Capital Investors, LLC (“Solar I”), Solar Capital Investors II, LLC (“Solar II”) and the 2013 Grantor Retained Annuity Trust (“GRAT”).
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Item 2(b)
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Address of Principal Business Office for All Reporting Persons.
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500 Park Avenue
New York, NY 10022
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Item 2(c)
|
Citizenship or Place of Organization.
|
Each of Mr. Gross and Mr. Spohler is a United States citizen. Each of Solar I and Solar II is a limited liability company organized under the laws of the State of Delaware. The GRAT is a trust organized
under the laws of the State of New York.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.01 per share (the “Common Stock”).
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Item 2(e)
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CUSIP Number.
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83413U100.
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Item 3
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Reporting Person.
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Not Applicable.
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Item 4
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Ownership.
|
|
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(a)
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Mr. Gross is the beneficial owner of 2,750,638 shares of Common Stock. Mr. Spohler is the beneficial owner of 2,439,050 shares of Common Stock. Solar I is the beneficial owner of 1,285,013 shares of Common Stock.
Solar II is the beneficial owner of 715,000 shares of Common Stock. The GRAT is the beneficial owner of 20,000 shares of Common Stock.
|
|
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(b)
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Mr. Gross is the beneficial owner of 6.4% of the outstanding Common Stock, and Mr. Spohler is the beneficial owner of 5.8% of the outstanding Common Stock. Solar I is the beneficial owner of 3.0% of the outstanding
Common Stock, and Solar II is the beneficial owner of 1.7% of the outstanding Common Stock. The GRAT is the beneficial owner of less than 0.1% of the outstanding Common Stock.
|
|
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(c)
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(i) Mr. Gross has sole voting and dispositive power with respect to 455,620 shares of Common Stock through his personal accounts, as the sole trustee of the GRAT and other family trusts and the sole participant in
the Profit Sharing Plan. Mr. Gross, as a controlling member of Solar I, Solar II and Solar Partners (and thus controlling the SCP Plan), has shared voting and dispositive power with respect 2,250,018 shares of Common Stock, which are held by
Solar I, Solar II and the SCP Plan.
|
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(ii) Mr. Spohler has sole voting and dispositive power with respect to 67,526 shares of Common Stock through his personal accounts. As a controlling member of Solar I, Solar II and Solar Partners (and thus
controlling the SCP Plan) and as a co-trustee of a trust in which he and other members of his immediate family are beneficiaries (the "Spohler Trust"). Mr. Spohler has shared voting and dispositive power with respect
to 2,371,524 shares of Common Stock, which are held by Solar I, Solar II, the SCP Plan and the Spohler Trust.
(iii) As holder of the shares, Solar I has sole voting and dispositive power with respect to 1,285,013 shares of Common Stock.
(iv) As holder of the shares, Solar II has sole voting and dispositive power with respect to 715,000 shares of Common Stock.
(v) As holder of the shares, the GRAT has sole voting and dispositive power with respect to 20,000 shares of Common Stock.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
|
Not Applicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
Not Applicable.
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Item 8
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10
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Certification.
|
Not Applicable.
SIGNATURE
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: February 14, 2022
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/s/ Michael S. Gross
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Michael S. Gross
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|||||
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/s/ Bruce J. Spohler
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Bruce J. Spohler
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SOLAR CAPITAL INVESTORS, LLC
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|||||
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By:
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/s/ Michael S. Gross
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||||
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Michael S. Gross
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|||||
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Managing Member
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SOLAR CAPITAL INVESTORS II, LLC
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|||||
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By:
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/s/ Michael S. Gross
|
||||
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Michael S. Gross
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|||||
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Managing Member
|
|||||
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2013 GRANTOR RETAINED ANNUITY TRUST
|
|||||
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By:
|
/s/ Michael S. Gross
|
||||
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Michael S. Gross
|
|||||
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Trustee
|
|||||