Sec Form 13G Filing - STORE Holding Company LLC filing for STORE CAPITAL Corp (STOR) - 2016-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
STORE Holding Company, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0% (1)

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
OCM STR Holdings, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Votin g Power
0

6.

Shared Voting Power
0 (1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0 (1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
OCM STR Holdings II, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0 (1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0 (1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
OCM FIE, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Capital Management, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Holdings, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Capital Group, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 862121100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Capital Group Holdings GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
STORE Capital Corporation

(b)

Address of Issuer’s Principal Executive Offices
8501 East Princess Drive

Suite 190

Scottsdale, AZ 85255

Item 2.

(a)-(c)

Name of Person Filing; Address of Principal Business Office; and Citizenship

This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached as Exhibit 1 to the initial Schedule 13G filed on February 6, 2015:

(1)  STORE Holding Company, LLC, a Delaware limited liability company (“STORE Holding”);

(2)  OCM STR Holdings, L.P., a Delaware limited partnership (“STR Holdings”), in its capacity as a significant unitholder of STORE Holding;

(3)  OCM STR Holdings II, L.P., a Delaware limited partnership (“STR Holdings II”), in its capacity as a significant unitholder of STORE Holding;

(4)  OCM FIE, LLC, a Delaware limited liability company (“OCM FIE”), in its capacity as general partner of STR Holdings and STR Holdings II;

(5)  Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the managing member of OCM FIE;

(6)  Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;

(7)  Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the sole shareholder of Holdings, Inc.; and

(8)  Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the duly elected manager of OCG.

The principal business address of each of the Reporting Persons other than STORE Holding is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of STORE Holding is 8501 East Princess Drive, Suite 190, Scottsdale, AZ 85255.

(d)

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

(e)

CUSIP Number
862121100

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

N/A

Item 4.

Ownership

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.

STORE Holding directly owns no Shares, which constitutes approximately 0% of the Issuer’s outstanding shares of common stock.

STR Holdings and STR Holdings II, in their collective capacity as majority unitholders of STORE Holding have the ability to direct the management of STORE Holding’s business, including the power to vote and dispose of securities directly held by STORE Holding; therefore, STR Holdings and STR Holdings II may be deemed to beneficially own any securities directly held by STORE Holding.

OCM FIE, in its capacity as the general partner of each of STR Holdings and STR Holdings II, has the ability to direct the management of each of STR Holdings’ and STR Holdings II’s business, including the power to vote and dispose of securities directly held by STORE Holding; therefore, OCM FIE may be deemed to have indirect beneficial ownership of any securities directly held by STORE Holding.

Management, in its capacity as the managing member of OCM FIE, has the ability to direct the management of the business of OCM FIE, including the power to direct the decisions of OCM FIE regarding the vote and disposition of securities directly held by STORE Holding; therefore, Management may be deemed to have indirect beneficial ownership of any securities directly held by STORE Holding.

Holdings, Inc., in its capacity as general partner of Management has the ability to direct the management Management’s business, including the power to vote and dispose of securities directly held by STORE Holding; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of any securities directly held by STORE Holding.

OCG, in its capacity as the sole shareholder of Holdings, Inc. has the ability to appoint and remove the directors and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities directly held by STORE Holding; therefore, OCG may be deemed to have indirect beneficial ownership of any securities directly held by STORE Holding.

OCGH, in its capacity as the duly elected manager of OCG, has the ability to appoint and remove directors of OCG, and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by STORE Holding; therefore, OCGH may be deemed to have indirect beneficial ownership of any securities directly held by STORE Holding.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owners of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

All calculations of percentage ownership herein are based on a total of 140,879,389 Shares o utstanding as of March 31, 2016, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on March 31, 2016 pursuant to Rule 424(b)(7) of the Securities Act of 1933, as amended.

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.

This Amendment No. 2 to Schedule 13G is being filed because, as a result of sales, the reporting persons no longer hold or beneficially own any shares as of April 1, 2016.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

N/A

STORE HOLDING COMPANY, LLC

By:

/s/ Michael T. Bennett

Name: Michael T. Bennett

Title: EVP-General Counsel, Chief Compliance Officer, Secretary & Asst. Treasurer

OCM STR HOLDINGS, L.P.

By: OCM FIE, LLC, its general partner

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:    Authorized Signatory

OCM STR HOLDINGS II, L.P.

By: OCM FIE, LLC, its general partner

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:    Authorized Signatory

OCM FIE, LLC

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:    Authorized Signatory

OAKTREE CAPITAL MANAGEMENT, L.P.

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:    Vice President

OAKTREE HOLDINGS, INC.

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:    Vice President

OAKTREE CAPITAL GROUP, LLC

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:    Vice President

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:

/s/ Jordan Mikes

Name: Jordan Mikes

Title:   Vice President