Page 6 of 8 – SEC Filing
This statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 21, 2017
(the Original Statement) by Oaktree Capital Management, L.P. (Oaktree) and the other persons named therein is hereby amended and supplemented by this Amendment No. 1 to Schedule 13D. Capitalized terms used
herein and not otherwise defined have the meanings assigned to such terms in the Original Statement. Except as otherwise provided herein, each Item of the Original Statement remains unchanged.
| Item 1. | Security and Issuer |
Item 1 of the Original Statement is hereby amended and restated in its entirety as
follows:
The securities to which this statement on Schedule 13D relates are the shares of common stock, par value $0.01 per share (the
Common Stock) of Oaktree Specialty Lending Corporation (formerly known as Fifth Street Finance Corp.), a Delaware corporation (the Issuer), with principal executive offices at 333 South Grand Avenue, 28th Floor
Los Angeles, California 90071.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a) and 5(b) of the Original Statement are amended and
restated in their entirety as follows:
The information contained on the cover pages of this Schedule 13D is incorporated by
reference into this Item 5. Ownership percentages set forth in this Schedule 13D are based upon 140,960,651 shares of Common Stock issued and outstanding as of August 8, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the SEC) on August 9, 2017.
According to Amendment No. 11 to a Schedule 13D filed with the SEC by Leonard M. Tannenbaum on October 25, 2017, on October 19,
2017, Leonard M. Tannenbaum sold 971,807 shares of Common Stock pursuant to a sales plan (a Rule 10b5-1 Plan) adopted pursuant to Rule 10b5-1 under
the Securities Exchange Act of 1934, as amended (the Act), and Fifth Street Holdings L.P. (FSH) sold 437,799 shares of Common Stock pursuant to a Rule 10b5-1 Plan.
According to such Schedule 13D, such sales were executed in multiple transactions ranging from $5.55 to $5.60 for a weighted average price of $5.56 per share.
As a result of the Voting Agreement described in Item 6 of the Original Statement among Oaktree, FSH, Mr. Tannenbaum, the Leonard M.
Tannenbaum Foundation, the Tannenbaum Family 2012 Trust and 777 West Putnam Avenue LLC (collectively, the Stockholders), Oaktree may be deemed to be beneficially own 25,634,813.404, or approximately 18.2%, of the issued and
outstanding shares of Common Stock, which shares of Common Stock are held by the Stockholders.
Oaktree Holdings, Inc.
(Holdings, Inc.), in its capacity as the general partner of Oaktree, has the ability to direct the management of Oaktrees business, including the power to direct the decisions of Oaktree regarding the voting and disposition
of securities beneficially owned by Oaktree. Therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the Subject Equity.
Oaktree Capital Group, LLC (OCG), in its capacity as the sole stockholder of Holdings, Inc., has the ability to
appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the voting and disposition of securities beneficially owned by Oaktree. Additionally, OCG, in its capacity as the
sole stockholder of Holdings, Inc., has the ability to direct the management of Holdings, Inc.s business, including the power to direct the decisions of Holdings, Inc. regarding the voting and disposition of securities beneficially owned by
Oaktree. Therefore, OCG may be deemed to have indirect beneficial ownership of the Subject Equity.
Oaktree Capital Group Holdings GP, LLC
(OCGH GP), in its capacity as the 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 voting and disposition of securities beneficially
owned by Oaktree. Therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Subject Equity.
None of the Covered
Persons beneficially owns any shares of Common Stock.
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