Sec Form 13D Filing - TANNENBAUM LEONARD M filing for Oaktree Specialty Lending Corp (OCSL) - 2020-01-30

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.
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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. 15)* 

 

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)

 

January 30, 2020

(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

 

19,930,860 

9

Sole Dispositive Power

 

0 

10

Shared Dispositive Power

 

19,930,860 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

19,930,860

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨

(See Instructions) 

 

13

Percent of Class Represented by Amount in Row (11)

 

14.1%

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

 

0

9

Sole Dispositive Power

 

0 

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨

(See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

0%

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

 

0

9

Sole Dispositive Power

 

0 

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨

(See Instructions) 

 

13

Percent of Class Represented by Amount in Row (11)

 

0%

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. 13 to the Schedule 13D by Fifth Street Holdings L.P. (“FSH”) 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, July 9, 2019 and December 20, 2019. This Schedule 13D/A also constitutes Amendment No. 15 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. (“FSAM”) 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, July 9, 2019 and December 20, 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.

 

As set forth below, as a result of the transactions described herein, on January 30, 2020, each of FSH and FSAM ceased to be a beneficial owner of shares of the Issuer’s common stock (“Shares”). The filing of this Amendment represents the final amendment and exit filing for each of FSH and FSAM.

 

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 December 20, 2019.

  

Item 3.Source and Amount of Funds or Other Consideration

 

Item 3 is amended by adding the following:

 

On January 21, 2020, FSH, a wholly owned subsidiary of FSAM, made a pro rata, in-kind distribution of 3,500,000 Shares to FSAM for no consideration. Subsequently, on January 30, 2020, as part of the plan of dissolution and liquidation of FSAM, FSAM made a pro rata, in-kind distribution of such 3,500,000 Shares to the holders of its Class A common stock for no consideration. Leonard M. Tannenbaum, the holder of 71.4% of FSAM’s outstanding Class A common stock, received 2,499,298 Shares in connection with such distribution. In addition, the Leonard M. Tannenbaum 2012 Trust (the “Trust”), a holder of 7.4% of FSAM’s outstanding Class A common stock, received 258,436 Shares in connection with such distribution.

 

 

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 Shares outstanding 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) 17,666,156 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; and (iii) 1,012,752 Shares held directly by the Trust for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee.

 

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

 

 

 

 

Item 5.Interest in Securities of the Issuer
CUSIP No. 67401P 108 13D 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

525 Okeechobee Blvd,

Suite 1770

West Palm Beach, FL 33401

 N/A N/A See Item 5
Bernard D. Berman Director

525 Okeechobee Blvd,

Suite 1770

West Palm Beach, FL 33401

 N/A N/A

163,825 Shares
(0.12%)

Jodi H. Bond Director

525 Okeechobee Blvd,

Suite 1770

West Palm Beach, FL 33401

 N/A N/A None
Alexander C. Frank Director

525 Okeechobee Blvd,

Suite 1770

West Palm Beach, FL 33401

 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.

 

 

 

 

CUSIP No. 67401P 108 13D Page 7 of 8 Pages

 

Schedule B 

 

Name Date of Transaction Description of Transaction Amount of Securities Price per Share1
Fifth Street Holdings L.P. December 13, 2019 Open-Market Sale 4,500 $5.2743
Fifth Street Holdings L.P. December 20, 2019 Open-Market Sale 163,800 $5.4704
Fifth Street Holdings L.P. December 23, 2019 Open-Market Sale 22,700 $5.5022
Fifth Street Holdings L.P. January 2, 2020 Open-Market Sale 94,280 $5.4621
Fifth Street Holdings L.P. January 3, 2020 Open-Market Sale 69,700 $5.4589
Fifth Street Holdings L.P. January 6, 2020 Open-Market Sale 49,696 $5.4618
Fifth Street Holdings L.P. January 7, 2020 Open-Market Sale 72,063 $5.4540
Fifth Street Holdings L.P. January 8, 2020 Open-Market Sale 77,000 $5.4755
Fifth Street Holdings L.P. January 9, 2020 Open-Market Sale 61,336 $5.4820
Fifth Street Holdings L.P. January 10, 2020 Open-Market Sale 36,837 $5.4724
Fifth Street Holdings L.P. January 21, 2020 In-Kind Distribution* (Disposal) 3,500,000 N/A
Fifth Street Asset Management Inc. January 21, 2020 In-Kind Distribution* (Acquisition) 3,500,000 N/A
Fifth Street Asset Management Inc. January 30, 2020 In-Kind Distribution** (Disposal) 3,500,000 N/A
Leon ard M. Tannenbaum January 30, 2020 In-Kind Distribution** (Acquisition) 2,499,298 N/A
Leonard M. Tannenbaum 2012 Trust January 30, 2020 In-Kind Distribution** (Acquisition) 258,436 N/A

 

 

1 Price per Share excludes commissions paid.

* Pro rata, in-kind distribution to Fifth Street Asset Management Inc. for no consideration

** Pro rata, in-kind distribution to holders of Fifth Street Asset Management Inc.’s Class A common stock for no consideration 

 

 

 

 

 

 

CUSIP No. 67401P 108 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: January 30, 2020

 

/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