Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

Fifth Street Finance Corp.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

31678A 10 3

(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)

 

March 15, 2017

(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 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 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, 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).

 

 

CUSIP No.   31678A 10 3
	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, 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 17,620,976
	8.	Shared Voting Power 8,610,570
	9.	Sole Dispositive Power 17,620,976
	10.	Shared Dispositive Power 8,610,570

 

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,231,546
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
	13.	Percent of Class Represented by Amount in Row (11) 18.6%
	14.	Type of Reporting Person (See Instructions) IN

 

 

CUSIP No.   31678A 10 3
	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, 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 8,399,520
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 8,399,520

 

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,399,520
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
	13.	Percent of Class Represented by Amount in Row (11) 6.0%
	14.	Type of Reporting Person (See Instructions) CO

 

 

CUSIP No.   31678A 10 3
	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, 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 8,399,520
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 8,399,520

 

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,399,520
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
	13.	Percent of Class Represented by Amount in Row (11) 6.0%
	14.	Type of Reporting Person (See Instructions) PN

 

 

This Schedule 13D/A constitutes Amendment No. 6 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 and March 10, 2017. This Schedule 13D/A also constitutes Amendment No. 8 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 and March 10, 2017.

 

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.

 

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 140,960,651 outstanding Shares as of February 16, 2017, as reported in the Issuer’s definitive proxy statement on Schedule 14A as filed on February 21, 2017. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power (i) 15,246,743.404 Shares are held by him directly; (ii) 1,251,952 Shares are held by the Leonard M. Tannenbaum Foundation (the “Foundation”), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, for which Mr. Tannenbaum serves as the President and (iii) 1,122,281 shares are held by 777 West Putnam Avenue LLC (“Building LLC”), for which Mr. Tannenbaum holds a majority of the equity interest of the sole member. Of the Shares over which Mr. Tannenbaum has shared voting and dispositive power, (i) 1,050 Shares are directly held by his spouse, (ii) 8,399,520 are directly held by FSH and (iii) 210,000 shares are directly held by the Tannenbaum Family 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee. The information with respect to Mr. Berman set forth in Item 2 and Schedule A to this Schedule 13D is incorporated by reference. Of the Shares over which FSAM and FSH have shared voting and dispositive power, all are directly held by FSH.

 

(c) Schedule B sets forth all transactions by the Reporting Persons with respect to Shares since the most recent filing by the Reporting Persons on Schedule 13D, which was made on March 10, 2017.

 

(d) The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,251,952 Shares beneficially owned by Mr. Tannenbaum. Building LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,122,281 Shares beneficially owned by Mr. Tannenbaum. FSH has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 8,399,520 Shares beneficially owned by Mr. Tannenbaum and FSAM. To Mr. Tannenbaum’s knowledge, Mr. Tannenbaum’s spouse has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,050 Shares that are beneficially owned by Mr. Tannenbaum. The Trust has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 210,000 Shares beneficially owned by Mr. Tannenbaum.

 

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		55,968 Shares <0.1%
Patrick J. Dalton		Co-President		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		22,500 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		15,223 Shares <0.1%
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		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
James F. Velgot		Director		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		None

 

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

  

Schedule B

 

All transactions were effected in the open market and the price per share includes commissions paid.

 

Name		Type of Transaction		Date of Transaction		Amount of Securities				Price per Share
Mr. Tannenbaum		Purchase		March 10, 2017			389,571			$	4.43	(1)
Mr. Tannenbaum		Purchase		March 13, 2017			176,476			$	4.50	(2)
Mr. Tannenbaum		Purchase		March 14, 2017			356,492			$	4.51	(3)
Mr. Tannenbaum		Purchase		March 15, 2017			1,273,000			$	4.51	(4)
Mr. Tannenbaum		Purchase		March 17, 2017			170,000			$	4.59	(5)
Mr. Tannenbaum		Purchase		March 20, 2017			175,000			$	4.64	(6)
Mr. Tannenbaum		Purchase		March 21, 2017			207,613			$	4.63	(7)
Mr. Tannenbaum		Purchase		March 22, 2017			269,871			$	4.64	(8)
Tannenbaum Family 2012 Trust		Purchase		March 23, 2017			210,000			$	4.66	(9)

 

(1) The purchases were executed in multiple transactions ranging from $4.39 to $4.45. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(2) The purchases were executed in multiple transactions ranging from $4.47 to $4.51. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(3) The purchases were executed in multiple transactions ranging from $4.48 to $4.53. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(4) The purchases were executed in multiple transactions ranging from $4.46 to $4.51. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(5) The purchases were executed in multiple transactions ranging from $4.55 to $4.60. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(6) The purchases were executed in multiple transactions ranging from $4.56 to $4.66. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(7) The purchases were executed in multiple transactions ranging from $4.61 to $4.65. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(8) The purchases were executed in multiple transactions ranging from $4.60 to $4.65. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(9) The purchases were executed in multiple transactions ranging from $4.64 to $4.67. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

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: March 24, 2017

 

/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