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.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Solar Senior Capital Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
83416M105
(CUSIP Number)
December 31, 2012**
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
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Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
**This Amendment No. 2 to Schedule 13G amends the initial statement on Schedule 13G, dated March 11, 2011, as amended by Amendment No. 1 to Schedule 13G (collectively, the Statement) filed by the Reporting Person. See Item 4 herein.
CUSIP No. 83416M105 |
13G |
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1 |
Names of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) Shares beneficially owned as of December 31, 2012, consists of (i) 0 shares of common stock owned by The Stephen Adams Living Trust, a revocable trust, under which the Reporting Person serves as grantor and sole trustee; and (ii) 13,833 shares held in six irrevocable trusts for the benefit of the Reporting Persons grandchildren under which he serves as grantor and co-trustee. The filing of this statement shall not be construed as an admission that the Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the shares held in trust for the benefit of the Reporting Persons grandchildren.
(2) Based on 9,500,100 shares of common stock outstanding as of December 31, 2012, as reported in the Annual Report on Form 10-K for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on February 25, 2013.
CUSIP No. 83416M105 |
13G |
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Item 1(a). |
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Name of Issuer: | ||
Item 1(b). |
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Address of Issuers Principal Executive Offices: New York, NY 10022 | ||
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Item 2(a). |
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Name of Person Filing: | ||
Item 2(b). |
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Address of Principal Business Office or, if none, Residence: Roxbury, CT 06783 | ||
Item 2(c). |
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Citizenship
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Item 2(d). |
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Title of Class of Securities: | ||
Item 2(e). |
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CUSIP Number: | ||
CUSIP No. 83416M105 |
13G |
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
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Not applicable. | ||||
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Item 4. |
Ownership. | ||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||
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(a) |
Amount beneficially owned: 13,833 shares of Common Stock as of December 31, 2012 (see Note 1 below) | |||
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(b) |
Percent of class: 0.1% as of December 31, 2012 (see Note 2 below) | |||
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 as of December 31, 2012 (see Note 1 below) | ||
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(ii) |
Shared power to vote or to direct the vote: 13,833 as of December 31, 2012 (see Note 1 below) | ||
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(iii) |
Sole power to dispose or to direct the disposition of: 0 as of December 31, 2012 (see Note 1 below) | ||
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(iv) |
Shared power to dispose or to direct the disposition of: 13,833 as of December 31, 2012 (see Note 1 below) | ||
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Notes:
1 As of the date of this filing, Stephen Adams (the Reporting Person) is the beneficial owner of 13,833 shares of the common stock, par value $0.01 per share (the Common Stock), of Solar Senior Capital Ltd. (the Issuer), consisting of (i) 0 shares of Common Stock owned by The Stephen Adams Living Trust, a revocable trust, under which the Reporting Person serves as grantor and sole trustee (the Stephen Adams Living Trust); and (ii) 13,833 shares held in six irrevocable trusts for the benefit of the Reporting Persons grandchildren under which he serves as grantor and co-trustee (the Grandchildren Trusts). The Reporting Person has sole power to vote and dispose of no shares of Common Stock and has shared voting and dispositive power over the 13,833 shares held in the Grandchildren Trusts. The filing of this statement shall not be construed as an admission that the Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the shares held in trust for the benefit of the Reporting Persons grandchildren. | ||||
CUSIP No. 83416M105 |
13G |
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On or before February 14, 2013, the Reporting Person should have filed an amendment to the Schedule 13G to report, as of December 31, 2012, changes in the information reported in his initial 13G filing, which amendment, if timely filed, would have reflected Reporting Persons beneficial ownership on December 31, 2012, as 13,833 shares of Common Stock, representing approximately 0.1% of the Issuers outstanding shares of Common Stock. The changes in the Reporting Persons beneficial ownership at that time were due to dispositions from May 31, 2012 through December 31, 2012 of an aggregate of 702,084 shares of Common Stock by The Stephen Adams Living Trust. | ||
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2 As of December 31, 2012, the Reporting Persons beneficial ownership percentage is based upon 9,500,100 shares of Common Stock outstanding as of December 31, 2012, as reported in the Annual Report on Form 10-K for the period ended December 31, 2012, filed with the Securities and Exchange Commission on February 25, 2013. | ||
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Item 5. |
Ownership of Five Percent or Less of a Class. | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | ||
Not applicable. | |||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | ||
Not applicable. | |||
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Item 8. |
Identification and Classification of Members of the Group. | ||
Not applicable. | |||
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Item 9. |
Notice of Dissolution of Group. | ||
Not applicable. | |||
CUSIP No. 83416M105 |
13G |
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Item 10. |
Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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.
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April 26, 2013 |
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(Date) |
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(Signature) |
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(Name) |