Sec Form 13D Filing - TANNENBAUM LEONARD M filing for Oaktree Strategic Income Corp (OCSI) - 2019-12-20

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 19)*

 

Oaktree Strategic Income Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

67402D 104

(CUSIP Number)

 

Leonard M. Tannenbaum

525 Okeechobee Boulevard, Suite 1770

West Palm Beach, FL 33401
(203) 930-2139

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 18, 2019
(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.   67402D 104

   

1.	Names of Reporting Persons.   Leonard M. Tannenbaum
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) þ
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization United States of America

 

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 6,779,623
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 6,779,623

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,779,623
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11) 23.0%
14.	Type of Reporting Person (See Instructions) IN

 

 

CUSIP No.   67402D 104

 

1.	Names of Reporting Persons.   Fifth Street Asset Management Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) þ
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.	Citizenship or Place of Organization Delaware

 

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 1,464,079
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 1,464,079

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,464,079
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) CO

  

 

CUSIP No.   67402D 104

 

  

1.	Names of Reporting Persons.   Fifth Street Holdings L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) þ
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.	Citizenship or Place of Organization Delaware

 

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 1,464,079
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 1,464,079

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,464,079
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) PN

 

 

CUSIP No. 67402D 104

 

This Schedule 13D/A (“Amendment”) constitutes (i) Amendment No. 12 to the Schedule 13D of Fifth Street Asset Management Inc. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on April 8, 2016, Amendment No. 2 filed on August 16, 2016, Amendment No. 3 filed on August 26, 2016, Amendment No. 4 filed on September 8, 2016, Amendment No. 5 filed on September 14, 2016, Amendment No. 6 filed on October 5, 2016, Amendment No. 7 filed on December 8, 2016, Amendment No. 8 filed on July 17, 2017, Amendment No. 9 filed on October 4, 2017, Amendment No. 10 filed on September 26, 2018 and Amendment No. 11 filed on May 29, 2019, (ii) Amendment No. 11 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on August 16, 2016, Amendment No. 2 filed on August 26, 2016, Amendment No. 3 filed on September 8, 2016, Amendment No. 4 filed on September 14, 2016, Amendment No. 5 filed on October 5, 2016, Amendment No. 6 filed on December 8, 2016, Amendment No. 7 filed on July 17, 2017, Amendment No. 8 filed on October 4, 2017, Amendment No. 9 filed on September 26, 2018 and Amendment No. 10 filed on May 29, 2019 and (iii) Amendment No. 19 to the Schedule 13D of Leonard M. Tannenbaum originally filed on March 21, 2014, as amended by Amendment No. 1 filed on March 24, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on December 22, 2014, Amendment No. 4 filed on May 26, 2015, Amendment No. 5 filed on December 2, 2015, Amendment No. 6 filed on December 31, 2015, Amendment No. 7 filed on February 3, 2016, Amendment No. 8 filed on February 24, 2016, Amendment No. 9 filed on August 16, 2016, Amendment No. 10 filed on August 26, 2016, Amendment No. 11 filed on September 8, 2016, Amendment No. 12 filed on September 14, 2016, Amendment No. 13 filed on October 5, 2016, Amendment No. 14 filed on December 9, 2016, Amendment No. 15 filed on July 17, 2017, Amendment No. 16 filed on October 4, 2017, Amendment No. 17 filed on September 26, 2018 and Amendment No. 18 filed on May 29, 2019. 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 2. Identity and Background.

 

Item 2 is amended by adding the following:

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth on Schedule A, which replaces the corresponding schedule attached to that certain amendment to this Schedule 13D filed on May 29, 2019.

 

Item 5. Interests in Securities of the Issuer

 

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

 

(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 29,466,768 outstanding shares as of November 18, 2019, as reported in the Issuer’s Form 10-K filed on November 20, 2019. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended, Mr. Tannenbaum and Oaktree have shared voting and dispositive power over the following shares of common stock of Oaktree Strategic Income Corporation (OCSI): (i) 5,080,543 shares held by Mr. Tannenbaum directly, (ii) 95,634 shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; and (iii) 139,367 shares held directly by the Leonard M. Tannenbaum 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (iv) 1,464,079 shares held directly by FSH.

 

(c)        Schedule B sets forth all transactions with respect to shares of Oaktree Strategic Income Corporation effected during the past 60 days.

 

 

Schedule A

 

Name	Position at FSAM	Business Address / Address of Employer	Principal Occupation or Employment	Name and Principal Business of Employer	Beneficial Ownership of Shares1
Leonard M. Tannenbaum	Chairman of the Board and Chief Executive Officer	525 Okeechobee Boulevard, Suite 1770 West Palm Beach, Florida 33401	N/A	N/A	See Item 5
Bernard D. Berman	Director	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	120,001 Shares (0.4%)
Jodi Bond	Director	1001 G Street NW, Suite 400 Washington, DC 20001	Executive Vice President, Global Government and Industry Affairs	Chubb Limited, a property and casualty insurance company	None
Alexander C. Frank	Director	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	None
Thomas L. Harrison	Director	437 Madison Avenue New York, NY 10022	Chairman Emeritus	Diversified Agency Services, a division of Omnicom Group Inc., a marketing communications services company	None

 

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the shares.

 

 

 

Schedule B

 

All transactions were sales of Shares effected in the open market, and the price per share excludes commissions paid.

 

Name	Date of Transaction	Amount of Securities	Price per Share
Fifth Street Holdings L.P.	November 22, 2019	60	$8.25
Fifth Street Holdings L.P.	November 25, 2019	1,000	$8.25
Fifth Street Holdings L.P.	November 26, 2019	10	$8.25
Fifth Street Holdings L.P.	December 4, 2019	1,637	$8.2532
Fifth Street Holdings L.P.	December 6, 2019	4,550	$8.35
Fifth Street Holdings L.P.	December 9, 2019	9,406	$8.3551
Fifth Street Holdings L.P.	December 11, 2019	10,000	$8.3532
Fifth Street Holdings L.P.	December 12, 2019	1,300	$8.30
Fifth Street Holdings L.P.	December 17, 2019	5,631	$8.3633
Fifth Street Holdings L.P.	December 18, 2019	500,000	$8.26

  

 

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: December 20, 2019

  

	/s/ Leonard M. Tannenbaum
	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