Filing Details
- Accession Number:
- 0001193125-19-261772
- Form Type:
- 13D Filing
- Publication Date:
- 2019-10-03 17:30:06
- Filed By:
- Ocm Growth Holdings Llc
- Company:
- Runway Growth Finance Corp.
- Filing Date:
- 2019-10-03
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| OCM Growth Holdings | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| Oaktree Fund GP | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| Oaktree Fund GP I | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| Oaktree Capital I | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| OCM Holdings I | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| Oaktree Holdings | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| Oaktree Capital Group | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
| Oaktree Capital Group Holdings GP | 11,586,829 | 9 | 11,586,829 | 11 | 11,586,829 | 52.795% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)*
Runway Growth Credit Fund Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
(CUSIP Number)
Todd E. Molz
General Counsel, Chief Administrative Officer & Managing Director
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 01, 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-l(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(b) for other parties to whom copies are to be sent.
| * | 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 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).
(Page 1 of 9 Pages)
SCHEDULE 13D
| CUSIP No. __________ | Page 2 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Growth Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19 | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19 | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795%* | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | This percentage is calculated based on 21,946,736 shares of Common Stock outstanding as of October 3, 2019, as confirmed by the Issuer. |
SCHEDULE 13D
| CUSIP No. __________ | Page 3 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
SCHEDULE 13D
| CUSIP No. __________ | Page 4 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | Solely in its capacity as the managing member of Oaktree Fund GP, LLC. |
SCHEDULE 13D
| CUSIP No. __________ | Page 5 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
SCHEDULE 13D
| CUSIP No. __________ | Page 6 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
SCHEDULE 13D
| CUSIP No. __________ | Page 7 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Solely in its capacity as the managing member of OCM Holdings I, LLC |
SCHEDULE 13D
| CUSIP No. __________ | Page 8 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
SCHEDULE 13D
| CUSIP No. __________ | Page 9 of 9 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
11,586,829.19* | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
11,586,829.19* | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,586,829.19 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.795% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Solely in its capacity as the manager of Oaktree Capital Group, LLC |
This Amendment No. 5 to Schedule 13D (this Schedule 13D/A) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 28, 2016 (the Schedule 13D), Amendment No. 1 to Schedule 13 D (Amendment No. 1) filed with the Securities and Exchange Commission on April 21, 2017, Amendment No. 2 to Schedule 13D (Amendment No. 2) filed with the Securities and Exchange Commission on June 15, 2017, Amendment No. 3 to Schedule 13D (Amendment No. 3) filed with the Securities and Exchange Commission on September 7, 2017 and Amendment No. 4 to Schedule 13D (this Amendment No. 4) filed with the Securities and Exchange Commission on December 12, 2017 with respect to shares of the common stock, par value $0.01 per share (Common Stock), of Runway Growth Credit Fund Inc., a Maryland corporation (the Issuer). The address of the principal executive office of the Issuer is Runway Growth Credit Fund Inc., the Pioneer Building 2925 Woodside Road, Woodside, CA 94062. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Schedule 13D/A
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by adding the following information to Item 3:
On September 14, 2018, January 2, 2019, May 10, 2019 and October 1, 2019, OCM Growth subscribed for an aggregate of 5,914,416.673 shares of common stock of the Issuer for total consideration of $89,413,531.70 in the aggregate pursuant to the Subscription Agreement. The source of funds is capital commitments from limited partners of certain private investment funds that indirectly hold equity in OCM Growth.
Item 7. Material to Be Filed as Exhibits
The following are filed herewith as Exhibits to this Schedule 13D:
| Exhibit 99.1(1)- | Subscription Agreement dated December 15, 2016 between OCM Growth Holdings LLC and GSV Growth Credit Fund Inc. | |
| Exhibit 99.2(2)- | Additional Member Agreement dated December 15, 2016 between OCM Growth Holdings LLC and GSV Growth Credit LLC. | |
| Exhibit 99.3(3)- | Operating Agreement of GSV Growth Credit LLC dated December 15, 2016. | |
| Exhibit 99.4(4)- | Proxy dated December 15, 2016 between OCM Growth Holdings LLC and GSV Growth Credit Fund Inc . | |
| Exhibit 99.5(5)- | Stockholder Agreement dated December 15, 2015 between OCM Growth Holdings LLC and GSV Growth Credit Fund Inc. | |
| Exhibit 99.6(6)- | Articles of Amendment and Restatement of GSV Growth Credit Fund Inc., dated December 14, 2016, setting forth the terms of its common stock. | |
| Exhibit 99.7(7)- | Agreement Required for Joint Filing by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
| (1) | Incorporated by reference to Exhibit 99.1 of our Schedule 13D filed with the Commission on December 28, 2016. |
| (2) | Incorporated by reference to Exhibit 99.2 of our Schedule 13D filed with the Commission on December 28, 2016. |
| (3) | Incorporated by reference to Exhibit 99.3 of our Schedule 13D filed with the Commission on December 28, 2016. |
| (4) | Incorporated by reference to Exhibit 99.4 of our Schedule 13D filed with the Commission on December 28, 2016. |
| (5) | Incorporated by reference to Exhibit 99.5 of our Schedule 13D filed with the Commission on December 28, 2016. |
| (6) | Incorporated by reference to Exhibit 99.6 of our Schedule 13D filed with the Commission on December 28, 2016. |
| (7) | Incorporated by reference to Exhibit 99.7 of our Schedule 13D filed with the Commission on December 28, 2016. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of October 3, 2019.
| OCM GROWTH HOLDINGS LLC | ||
| By: Oaktree Fund GP, LLC | ||
| Its: Manager | ||
| By: Oaktree Fund GP I, L.P. | ||
| Its: Managing Member | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Authorized Signatory | ||
| OAKTREE FUND GP, LLC | ||
| By: Oaktree Fund GP I, L.P. | ||
| Its: Managing Member | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Authorized Signatory | ||
| OAKTREE FUND GP I, L.P. | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Authorized Signatory | ||
| OAKTREE CAPITAL I, L.P. | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Senior Vice President | ||
| OCM HOLDINGS I, LLC | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Senior Vice President | ||
| OAKTREE HOLDINGS, LLC | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Senior Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | ||
| By: Oaktree Capital Group Holdings GP, LLC | ||
| Its: Manager | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Senior Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS, L.P. | ||
| By: Oaktree Capital Group Holdings GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Senior Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
| By: | /s/ Jordan Mikes | |
| Name: Jordan Mikes | ||
| Title: Senior Vice President | ||