Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 

Fifth Street Senior Floating Rate Corp.

 

(Name of Issuer)

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

31679F 10 1

 

(CUSIP Number)

Leonard M. Tannenbaum

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

(203) 681-3600

 

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

August 12, 2016

 

(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/A, 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 Section 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 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, as amended (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).

 

This Schedule 13D/A constitutes (i) Amendment No. 2 to the Schedule 13D of Fifth Street Asset Management Inc. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on April 8, 2016, (ii) Amendment No. 1 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on February 24, 2016, (iii) Amendment No. 9 to the Schedule 13D of Leonard M. Tannenbaum originally filed on March 21, 2014, as amended by Amendment No. 1 filed on March 24, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on December 22, 2014, Amendment No. 4 filed on May 26, 2015, Amendment No. 5 filed on December 2, 2015, Amendment No. 6 filed on December 31, 2015, Amendment No. 7 filed on February 3, 2016 and Amendment No. 8 filed on February 24, 2016 and (iv) Amendment No. 1 to the Schedule 13D of Bernard D. Berman originally filed on February 24, 2016.

 

 

 

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CUSIP No. 31679F 10 1

 

1.		Names 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
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   4,074,973.514
				8.		Shared Voting Power   154,728
				9.		Sole Dispositive Power   4,074,973.514
				10.		Shared Dispositive Power   154,728
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,229,701.514
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   14.4%
14.		Type of Reporting Person (See Instructions)   IN

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CUSIP No. 31679F 10 1

 

1.		Names 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
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   154,728
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   154,728
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   154,728
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.5%
14.		Type of Reporting Person (See Instructions)   CO

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CUSIP No. 31679F 10 1

 

1.		Names 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
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   154,728
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   154,728
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   154,728
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.5%
14.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 31679F 10 1

 

1.		Names of Reporting Persons.   Bernard D. Berman
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   PF
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   83,500
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   83,500
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   83,500
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.3%
14.		Type of Reporting Person (See Instructions)   IN

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This Schedule 13D/A constitutes (i) Amendment No. 2 to the Schedule 13D of Fifth Street Asset Management Inc. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on April 8, 2016, (ii) Amendment No. 1 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on February 24, 2016, (iii) Amendment No. 9 to the Schedule 13D of Leonard M. Tannenbaum originally filed on March 21, 2014, as amended by Amendment No. 1 filed on March 24, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on December 22, 2014, Amendment No. 4 filed on May 26, 2015, Amendment No. 5 filed on December 2, 2015, Amendment No. 6 filed on December 31, 2015, Amendment No. 7 filed on February 3, 2016 and Amendment No. 8 filed on February 24, 2016 and (iv) Amendment No. 1 to the Schedule 13D of Bernard D. Berman originally filed on February 24, 2016. Except as expressly set forth herein, there have been no changes in the information set forth in each reporting persons previously filed Schedule 13D, as amended.

Item 2. Identity and Background

Item 2 is amended and restated as follows:

This Schedule 13D/A is being filed by (i) Leonard M. Tannenbaum, a citizen of the United States of America and the Chairman and Chief Executive Officer of Fifth Street Asset Management Inc., a Delaware corporation (FSAM), (ii) FSAM, (iii) Fifth Street Holdings L.P., a Delaware limited partnership (FSH) and (iv) Bernard D. Berman, a citizen of the United States and Co-President and Chief Compliance Officer of FSAM. Due to the dissolution of the possible group that existed between Mr. Berman, on the one hand, and (i) Mr. Tannenbaum and (ii) FSAM and FSH, on the other hand, Mr. Berman will no longer be a person subject to the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934 (the Exchange Act) with respect to the Shares following the filing of this amendment.

FSAM and FSH are asset management firms with their principal business address at 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830. FSAM is the general partner of FSH. Mr. Tannenbaums and Mr. Bermans business address is 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830. 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.

During the last five years, none of Mr. Tannenbaum, FSAM, FSH, Mr. Berman or any person set forth in Schedule A has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Mr. Tannenbaum, FSAM, FSH, Mr. Berman or any person set forth in Schedule A, as the case may be, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended by adding the following:

Other than the acquisition of Shares pursuant to Mr. Tannenbaums participation in the Issuers dividend reinvestment plan, the acquisitions by Mr. Tannenbaum of Shares reported in Item 5(c) were made using Mr. Tannenbaums personal funds. Mr. Tannenbaum holds some of the acquired Shares in a margin account pursuant to a brokerage agreement. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin account borrowings used to purchase the acquired Shares. The positions held in the margin account are pledged as collateral for the repayment of credit for the account, and the collateral can be called upon default.

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 is incorporated by reference. The percentage set forth in row 13 is based on 29,466,768 outstanding Shares as of August 9, 2016, as reported in the Issuers Form 10-Q filed on August 9, 2016. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power, (i) 3,968,464.514 Shares are held by him directly; (ii) 95,634 Shares are held by the Leonard M. Tannenbaum Foundation (the Foundation), for which Mr. Tannenbaum serves as the President; and (iii) 10,875 Shares are held as custodian for his three children (in the amounts of 7,500 Shares, 2,000 Shares and 1,375 Shares). The 154,728 Shares over which Mr. Tannenbaum has shared voting and dispositive power are directly held by FSH. The 154,728 Shares over which FSAM has shared voting and dispositive power are directly held by FSH.

Mr. Berman directly holds all of the shares over which he has sole voting and dispositive power.

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(c) On August 12, 2016, Mr. Tannenbaum purchased 1,000,000 Shares at a price of $8.4694 per share, which excludes brokerage commissions. On June 30, 2016 and July 29, 2016, Mr. Tannenbaum acquired 1.203 Shares and 1.154 Shares, respectively, at a price of $8.0516 per share and $8.4745 per share, respectively, pursuant to Mr. Tannenbaums participation in the Issuers dividend reinvestment plan.

(d) FSAM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 154,728 Shares beneficially owned by Mr. Tannenbaum and FSAM. The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 95,634 Shares beneficially owned by Mr. Tannenbaum. Mr. Tannenbaums children have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 10,875 Shares beneficially owned by Mr. Tannenbaum.

(e) Due to the dissolution of the possible group that existed between Mr. Berman, on the one hand, and (i) Mr. Tannenbaum and (ii) FSAM and FSH, on the other hand, Mr. Berman will no longer be a person subject to the reporting requirements of Section 13(d) of the Exchange Act with respect to the Shares following the filing of this amendment. Mr. Berman did not and does not beneficially own more than five percent of the Shares.

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Schedule A

 

Name		Position at FSAM		Business Address / Address of Employer		Principal Occupation or Employment		Name and Principal Business of Employer		Beneficial Ownership of Shares1
Leonard M. Tannenbaum		Chairman of the Board and Chief Executive Officer		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		See Item 5
Bernard D. Berman		Co-President and Chief Compliance Officer		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		See Item 5
Todd G. Owens		Co-President		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		35,000 Shares <0.1%
Alexander C. Frank		Chief Operating Officer, Chief Financial Officer and Director		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		3,000 Shares <0.1%
Ivelin M. Dimitrov		Chief Investment Officer		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		17,867 Shares <0.1%
James F. Velgot		Chief of Staff and Director		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		None
Thomas H. Brandt		Director		87 Main Street New Haven, CT 06840		Co-Owner and Director of Real Estate		College Street Foods, LLC, a restaurant business		None
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
Michael Arthur		Director		437 South Bristol Ave. Los Angeles, CA 90049		Owner		Michael Arthur & Associates, a consulting firm		None
Nathaniel August		Director		645 Madison Avenue 14th Floor New York, NY 10022		President and Portfolio Manager		Mangrove Partners, an investment manager		1,013,753 Shares 3.4%2

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.

(2) The Shares are held by The Mangrove Partners Master Fund, Ltd. (the Master Fund). Mr. August may be deemed to beneficially own these Shares by virtue of his relationship with the Master Fund. Mr. August, the Master Fund and their affiliates are not part of a group with either (i) Mr. Tannenbaum or (ii) FSAM and FSH, and have no obligation to act as a group with either (i) Mr. Tannenbaum or (ii) FSAM and FSH. Mr. August and the Master Fund act independently with respect to securities of the Issuer.

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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: August 16, 2016

 

/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

 

/s/ Bernard D. Berman

BERNARD D. BERMAN