Sec Form 13G Filing - Philadelphia Financial Management of San Francisco LLC filing for TRIPLEPOINT VENTURE GROWTH BDC (TPVG) - 2017-02-14

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Philadelphia Financial Management of San Francisco, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

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

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

IA

CUSIP No.  89677Y100

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Boathouse Row I, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) ¨

(b) ¨

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

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

PN

CUSIP No.  89677Y100

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Boathouse Row II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) ¨

(b) ¨

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

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

PN

CUSIP No.  89677Y100

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Boathouse Row Offshore Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

CO

CUSIP No. 89677Y100

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

OC 532 Offshore Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

 CO

CUSIP No.  89677Y100

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jordan Hymowitz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

US Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON (see instructions)

 

 IN

Item 1(a).

Name of Issuer:

 

TriplePoint Venture Growth BDC Corp. (the “Issuer”)

 

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

2755 Sand Hill Road

Suite 150

Menlo Park, CA 94025

 

 

Item 2(a).

Name of Person Filing:

 

This Schedule 13G is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Philadelphia Financial Management of San Francisco, LLC

Boathouse Row I, L.P.

Boathouse Row II, L.P.

Boathouse Row Offshore Ltd.

Jordan Hymowitz

 

This Schedule 13G relates to the shares of common stock of the Issuer (the “Shares”) held for the accounts of Boathouse Row I, L.P. (“BRI”), Boathouse Row II, L.P. (“BRII”), Boathouse Row Offshore Ltd. (“BRO”), and OC 532 Offshore Fund, Ltd. (“BROR”).  Philadelphia Financial Management of San Francisco, LLC (“PFM”) is the investment advisor of BRO and BROR and the general partner of BRI and BRII and therefore retains voting control and dispositive power of the shares owned by each.  Jordan Hymowitz is the Managing Member of Philadelphia Financial Management of San Francisco LLC and its majority owner.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons  is:

c/o Philadelphia Financial Management of San Francisco, LLC

 

450 Sansome Street, Suite 1500

San Francisco, CA 94111

 

 

Item 2(c).

Citizenship:

 

Philadelphia Financial Management of San Francisco, LLC – California, United States

Boathouse Row I, L.P. – Delaware, United States

Boathouse Row II, L.P. – Delaware, United States

Boathouse Row Offshore Ltd. – Cayman Islands

Jordan Hymowitz-California, United States

 

Item 2(d).

Title of Class of Securities:

 

Common Stock

 

 

Item 2(e).

CUSIP Number:

89677Y100

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)

¨

Broker or dealer registered under Section 15 of the Act;

(b)

¨

Bank as defined in Section 3(a)(6) of the Act;

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

¨

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

x

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

¨

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

(i)

¨

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;

(j)

¨

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

¨

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.

 

(a)

Amount Beneficially Owned:

 

As of December 31, 2016, each of the Reporting Persons may be deemed the beneficial owner of 0 Shares.  0 Shares are held for the account of BRI.  0 Shares are held for the account of BRII.  0 Shares are held for the account of BRO.  0 Shares are held for the account of BROR.

 

 

(b)

Percent of Class:

 

0% (based on 15,957,555 shares outstanding as of November 7, 2016), as reported by the Issuer in its quarterly report on Form 10-Q filed November 7, 2016.

 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

sole power to vote or to direct the vote:

 

0

 

 

 

(ii)

shared power to vote or to direct the vote:

 

0

 

 

 

(iii)

sole power to dispose or to direct the disposition of:

 

0

 

 

 

(iv)

shared power to dispose or to direct the disposition of:

 

0

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 ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

 

 

See disclosure in Items 2 and 4 hereof.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

 

See disclosure in Item 2 hereof.

 

 

Item 8.

Identification and Classification of Members of the Group.

 

 

 

Not applicable.

 

 

Item 9.

Notice of Dissolution of Group.

 

 

Not applicable.

 

 

Item 10.

Certification.

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

OC 532 Offshore Fund, LTD.

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Jordan Hymowitz

EX.

Page No.

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

OC 532 Offshore Fund, LTD.

/s/Rachael Clarke

Rachael Clarke, Authorized Signatory

/s/Jordan Hymowitz