Filing Details

 

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. 12)*

 

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

555 Washington Avenue, Suite 240

Miami Beach, FL 33139

(203) 930-2139

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 10, 2019

(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   24,203,623
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   24,203,623

11	Aggregate Amount Beneficially Owned by Each Reporting Person   24,203,623
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares)              ¨ (See Instructions)
13	Percent of Class Represented by Amount in Row (11)   17.2%
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   7,030,497
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   7,030,497

11	Aggregate Amount Beneficially Owned by Each Reporting Person   7,030,497
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares)              ¨ (See Instructions)
13	Percent of Class Represented by Amount in Row (11)   4.99%
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   7,030,497
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   7,030,497

11	Aggregate Amount Beneficially Owned by Each Reporting Person   7,030,497
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares)              ¨ (See Instructions)
13	Percent of Class Represented by Amount in Row (11)   4.99%
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. 10 to the Schedule 13D by Fifth Street Holdings L.P. 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 and October 25, 2017. This Schedule 13D/A also constitutes Amendment No. 12 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. 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 and October 25, 2017. 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.

 

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 October 25, 2017.

 

Item 5.

Interest in Securities of the Issuer

 

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 outstanding shares of the Issuer’s common stock (“Shares”) as of February 5, 2019, as reported in the Issuer’s Form 10-Q as filed on February 7, 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) 14,306,545 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; (iii) 958,779 Shares held by 777 West Putnam Avenue LLC, for which Mr. Tannenbaum holds a majority of the equity interest of the sole member, (iv) 655,850 Shares held directly by the Leonard M. Tannenbaum 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (v) 7,030,497 Shares directly held by FSH.

 

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

 

(e)         On April 10, 2019, each of FSH and Fifth Street Asset Management Inc. ceased to be beneficial owners of greater than 5% of the Shares.

 

 

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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		555 Washington Avenue, Suite 240 Miami Beach, FL 33139		N/A		N/A		See Item 5
Bernard D. Berman		Director; President and Chief Compliance Officer		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		35,968 Shares (<0.1%)
Jodi H. Bond		Director		1001 G Street NW, Suite 400 Washington, DC 20001		Executive Vice President, Global Government and Industry Affairs		Chubb Limited, a property and casualty insurance company		None
Thomas H. Brandt		Director		67 Wesgate Drive Stamford, CT 06902		N/A		N/A		None
Alexander C. Frank		Director		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		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

 

All transactions were sales of Shares effected in the open market, and the price per share excludes commissions paid.

 

Name		Date of Transaction		Amount of Securities				Price per Share
Leonard M. Tannenbaum		February 11, 2019			11,252			$	5.2501
Fifth Street Holdings L.P.		February 11, 2019			11,252			$	5.2501
Leonard M. Tannenbaum		February 12, 2019			17,560			$	5.2615
Fifth Street Holdings L.P.		February 12, 2019			17,560			$	5.2615
777 West Putnam Avenue LLC		February 13, 2019			23,000			$	5.2574
Fifth Street Holdings L.P.		February 13, 2019			25,700			$	5.2574
777 West Putnam Avenue LLC		February 14, 2019			53,980			$	5.2552
Fifth Street Holdings L.P.		February 14, 2019			53,620			$	5.2552
777 West Putnam Avenue LLC		February 15, 2019			22,830			$	5.2562
Fifth Street Holdings L.P.		February 15, 2019			22,831			$	5.2562
777 West Putnam Avenue LLC		April 5, 2019			830			$	5.3000
Fifth Street Holdings L.P.		April 5, 2019			831			$	5.3000
777 West Putnam Avenue LLC		April 8, 2019			12,310			$	5.3014
Fifth Street Holdings L.P.		April 8, 2019			12,310			$	5.3014
777 West Putnam Avenue LLC		April 9, 2019			7,700			$	5.3059
Fifth Street Holdings L.P.		April 9, 2019			7,701			$	5.3059
777 West Putnam Avenue LLC		April 10, 2019			42,852			$	5.3045
Fifth Street Holdings L.P.		April 10, 2019			42,848			$	5.3045

 

 

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: April 12, 2019

 

/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