Sec Form 13D Filing - TANNENBAUM LEONARD M filing for Oaktree Specialty Lending Corp (OCSL) - 2019-12-20

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)* 

 

Oaktree Specialty Lending Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

67401P 108

(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 § 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 (“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. 67401P 108

13D

Page 2 of 8 Pages

 

1	Name 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, OO
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   21,325,038
		9	Sole Dispositive Power   0
		10	Shared Dispositive Power   21,325,038
11	Aggregate Amount Beneficially Owned by Each Reporting Person   21,325,038
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨ (See Instructions)
13	Percent of Class Represented by Amount in Row (11)   15.1%
14	Type of Reporting Person (See Instructions)   IN

  

CUSIP No. 67401P 108

13D

Page 3 of 8 Pages

 

1	Name 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, BK
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   4,151,912
		9	Sole Dispositive Power   0
		10	Shared Dispositive Power   4,151,912
11	Aggregate Amount Beneficially Owned by Each Reporting Person   4,151,912
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨ (See Instructions)
13	Percent of Class Represented by Amount in Row (11)   2.9%
14	Type of Reporting Person (See Instructions)   CO

  

CUSIP No. 67401P 108

13D

Page 4 of 8 Pages

 

1	Name 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, BK
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   4,151,912
		9	Sole Dispositive Power   0
		10	Shared Dispositive Power   4,151,912
11	Aggregate Amount Beneficially Owned by Each Reporting Person   4,151,912
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨ (See Instructions)
13	Percent of Class Represented by Amount in Row (11)   2.9%
14	Type of Reporting Person (See Instructions)   PN

 

CUSIP No. 67401P 108

13D

Page 5 of 8 Pages

 

Item 1.

Security and Issuer

 

This Schedule 13D/A constitutes Amendment No. 12 to the Schedule 13D 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, July 17, 2017, October 4, 2017, October 25, 2017, April 12, 2019 and July 9, 2019. This Schedule 13D/A also constitutes Amendment No. 14 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, July 17, 2017, October 4, 2017, October 25, 2017, April 12, 2019 and July 9, 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

 

The second sentence of the second paragraph of Item 2 is amended and restated as follows:

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A,  which replaces the corresponding schedule attached to that certain amendment to this Schedule 13D filed on July 9, 2019.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 is amended and restated as follows:

 

(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D and Schedule A hereto is incorporated by reference. The percentage set forth in row 13 is based on 140,960,651 outstanding shares of the Issuer’s common stock (“Shares”) as of November 18, 2019, as reported in the Issuer’s Form 10-K as filed on November 20, 2019. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Tannenbaum has shared voting and dispositive power with Oaktree over the following Shares: (i) 15,166,858 Shares held by Mr. Tannenbaum directly; (ii) 1,251,952 Shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; (iii) 754,316 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) 4,151,912 Shares directly held by FSH.

 

(c)       Schedule B sets forth all transactions with respect to Shares effected during the past 60 days. 

 

 

CUSIP No. 67401P 108

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Page 6 of 8 Pages

 

Schedule A

 

Name	Position at FSAM	Business Address / Address of Employer	Principal Occupation or Employment	Name and Principal Business of Employer	Beneficial Ownership of Shares(1)
Leonard M. Tannenbaum	Chairman of the Board and Chief Executive Officer	555 Washington Avenue, Suite 240 Miami Beach, FL 33139	N/A	N/A	See Item 5
Bernard D. Berman	Director	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	35,968 Shares (<0.1%)
Jodi H. 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	140 Shares (<0.1%)
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.

 

 

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13D

Page 7 of 8 Pages

 

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 12, 2019	45,402	$5.2592
Fifth Street Holdings L.P.	November 13, 2019	104,859	$5.2532
Fifth Street Holdings L.P.	November 14, 2019	62,300	$5.2909
Fifth Street Holdings L.P.	November 15, 2019	71,500	$5.2581
Fifth Street Holdings L.P.	November 18, 2019	93,800	$5.283
Fifth Street Holdings L.P.	November 19, 2019	104,700	$5.2652
Fifth Street Holdings L.P.	November 20, 2019	217,199	$5.2578
Fifth Street Holdings L.P.	November 21, 2019	161,000	$5.2509
Fifth Street Holdings L.P.	December 2, 2019	600	$5.30
Fifth Street Holdings L.P.	December 12, 2019	42,900	$5.252
Fifth Street Holdings L.P.	December 16, 2019	97,005	$5.3264
Fifth Street Holdings L.P.	December 17, 2019	273,041	$5.4001
Fifth Street Holdings L.P.	December 18, 2019	135,300	$5.4568

 

 

 

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13D

Page 8 of 8 Pages

 

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 ASSET MANAGEMENT INC.
By:	/s/ Leonard M. Tannenbaum
Name:	Leonard M. Tannenbaum
Title:	Chief Executive Officer

 

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