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Filing Details

Accession Number:: 0000899243-18-006372
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-03-05 17:22:15
Reporting Period:: 2018-03-01

Accepted Time:: 2018-03-05 17:22:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1508171	Solar Senior Capital Ltd.	SUNS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1186884	S Michael Gross	C/O Solar Senior Capital Ltd., 500 Park Avenue New York NY 10022	See Remarks	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2018-03-01	20,369	$0.00	599,842	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2018-03-01	20,369	$0.00	620,211	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2018-03-02	11,254	$16.85	631,465	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2018-03-05	5,113	$16.74	636,578	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.01 Per Share	Restricted Stock Units	Disposition	2018-03-01	20,369	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,106			No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	231,608	Direct

Footnotes

Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Includes 79,417 shares of Solar Senior Capital Ltd. (the "Issuer") held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), 36,735.8783 of which is reported as purchased on this Form 4. 16,367 shares acquired were purchased in the open market for the purpose of satisfying obligations related to its grants of restricted stock units ("RSUs"), and 20,368.8783 shares may be deemed to be sold and repurchased due to cash settlement of previously granted RSUs. The SCP Plan is controlled by Solar Capital Partners, LLC ("Solar Capital Partners"). Michael S. Gross and Bruce J. Spohler may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
(Continued from Footnote (2)) In addition, the total includes 455,500 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 100 shares of the Issuer held by Solar Capital Management, LLC ("Solar Management"), a portion of both of which may be deemed to be indirectly beneficially owned by Messrs. Gross and Spohler by virtue of their collective ownership interest therein. In addition, the total includes 96,717 shares of the Issuer held by a grantor retained annuity trust setup by and for Mr. Gross (the "GRAT"). As the sole trustee of the GRAT, Mr. Gross may be deemed to directly beneficially own all of the shares held by the GRAT. Furthermore, the total includes 4,844 shares of the Issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan"). Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan.
(Continued from Footnote (3)) Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Senior Investors or Solar Management, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gross is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Messrs. Gross and Spohler, as administrators of the SCP Plan, elected to settle 20,368.8783 RSUs previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Gross's partial pecuniary interest as described in footnotes 2, 3 and 4. The settlement was approved in advance in accordance with Rule 16b-3.
These 620,211 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired as a result of the settlement of the 20,368.8783 RSUs.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on March 2, 2018 is based on prices ranging from a low of $16.70 per share to a high of $16.97 per share. The reported price for the share purchases made on March 5, 2018 is based on prices ranging from a low of $16.69 per share to a high of $16.84 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth above.
RSUs with respect to 20,368.8783 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees, 9,263.1318 of which were granted on March 4, 2015 and 11,105.7465 of which were granted on March 2, 2016, settled on March 1, 2018. RSUs may be settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. The administrators elected to settle the vested portion in cash. Following the settlement described herein, 11,105.7463 RSUs of the grants above remain outstanding. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
Each grant of RSUs constitutes a separate class. The number reported represents the amount remaining of only the classes of RSUs that are vesting as of the reporting date and excludes the 31,575.3754 RSUs that have not begun vesting.