UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SOLAR SENIOR CAPITAL LTD.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83416M105
(CUSIP Number)
November 2, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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.
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON JACK SILVER | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 1,043,307 | |||
| 6 |
SHARED VOTING POWER 3,000 | ||||
| 7 |
SOLE DISPOSITIVE POWER 1,043,307
| ||||
| 8 |
SHARED DISPOSITIVE POWER 3,000
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,046,307
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1%
| ||||
| 12 |
TYPE OF REPORTING PERSON IN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON sherleigh associates inc. profit sharing plan | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 43,000 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 43,000
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,000
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4%
| ||||
| 12 |
TYPE OF REPORTING PERSON EP
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON sherleigh associates inc. defined benefit pension plan | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | |||
| 6 |
SHARED VOTING POWER 3,000 | ||||
| 7 |
SOLE DISPOSITIVE POWER 0
| ||||
| 8 |
SHARED DISPOSITIVE POWER 3,000
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
| ||||
| 12 |
TYPE OF REPORTING PERSON EP
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON SILVER INVESTMENT PARTNERS LP | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
| ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 139,925 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 139,925
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 139,925
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON hilltop holding company, l.p. | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 28,500 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 28,500
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,500
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON LEIGH SILVER ROTH LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 56,276 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 56,276
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,276
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON ROMY SILVER ROTH LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 51,277 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 51,277
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,277
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON ROMleigh LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 600,604 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 600,604
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,604
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON silver family 2007 limited partnership LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 28,374 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 28,374
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,374
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
| 1 |
NAME OF REPORTING PERSON rs properties i LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x (b) ¨ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 111,848 | |||
| 6 |
SHARED VOTING POWER 0 | ||||
| 7 |
SOLE DISPOSITIVE POWER 111,848
| ||||
| 8 |
SHARED DISPOSITIVE POWER 0
| ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,848
| ||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0%
| ||||
| 12 |
TYPE OF REPORTING PERSON PN
| ||||
CUSIP No. 83416M105 |
Item 1.
| (a) | Name of Issuer: |
Solar Senior Capital Ltd.
| (b) | Address of Issuer’s Principal Executive Offices: |
500 Park Avenue
New York, NY 10022
Item 2.
| (a) | Name of Person Filing: |
Jack Silver
Sherleigh Associates Inc. Profit Sharing Plan
Sherleigh Assoicates Inc. Defined Benefit Pension Plan
Silver Investment Partners LP
Hilltop Holding Company, L.P.
Leigh Silver Roth LLC
Romy Silver Roth LLC
Romleigh LLC
Silver Family 2007 Limited Partnership
RS Properties I LLC
| (b) | Address of Principal Business Office or, if none, Residence: |
80 Columbus Circle PH76A
New York, NY 10023
| (c) | Citizenship: |
United States
| (d) | Title of Class of Securities: |
Common Stock, par value $0.01 per share
| (e) | CUSIP Number: |
83416M105
CUSIP No. 83416M105 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or Dealer registered under Section 15 of the Act |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act |
| (c) | ¨ | Insurance Company as defined in section 3(a)(19) of the Act |
| (d) | ¨ | Investment Company registered under section 8 of the Investment Company Act of 1940 |
| (e) | ¨ | Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E) |
| (f) | ¨ | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F) |
| (g) | ¨ | Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G) |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J) |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K) |
Item 4. Ownership.
(a) – (c)
As of November 2, 2015, the reporting persons beneficially owned, in the aggregate, 1,158,155 shares of common stock of Solar Senior Capital Ltd (the “Common Stock”) representing 10.0% of the outstanding common stock, based on 11,533,315 shares of Common Stock outstanding as reported in the issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2015. Such shares of Common Stock include (a) 95,351 shares held by Jack Silver, (b) 43,000 shares held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee, (c) 3,000 shares held by Sherleigh Associates Inc. Defined Benefit Pension Plan, (d) 139,925 shares held by Silver Investment Partners LP, a limited partnership of which Mr. Silver is a general partner, (e) 28,500 shares held by Hilltop Holding Company, L.P., a limited partnership of which Mr. Silver is a general partner, (f) 56,276 shares held by Leigh Silver Roth LLC, a limited liability company of which Mr. Silver is a manager, (g) 51,277 shares held by Romy Silver Roth LLC, a limited liability company of which Mr. Silver is a manager, (h) 600,604 shares held by Romleigh LLC, a limited liability company of which Mr. Silver is a manager, (i) 28,374 shares held by Silver Family 2007 Limited Partnership, a limited partnership of which Mr. Silver is a general partner, and (j) 111,848 shares held by RS Properties I LLC.
Mr. Silver has the sole voting and dispositive power with respect to 1,046,307 shares of Common Stock held by Mr. Silver, Sherleigh Associates Inc. Profit Sharing Plan, Silver Investment Partners LP, Hilltop Holding Company, L.P., Leigh Silver Roth LLC, Romy Silver Roth LLC, Romleigh LLC and Silver Family 2007 Limited Partnership, and shares voting and dispositive power with Daniel Liss, the trustee of Sherleigh Associates Inc. Defined Benefit Pension Plan, with respect to 3,000 shares of Common Stock held by Sherleigh Associates Inc. Defined Benefit Pension Plan.
CUSIP No. 83416M105 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
A “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5(b)(1) thereunder, may have been formed that includes, Jack Silver and RS Properties I LLC.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect, other than activities solely in connection with a nomination under Rule 14a-11.
CUSIP No. 83416M105 |
SIGNATURE
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.
| November 11, 2015 | |||
| Date | |||
| /s/ Jack Silver | |||
| Signature | |||
| Jack Silver | |||
| Name/Title | |||
| Sherleigh Associates Inc. Profit Sharing Plan | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | Trustee | ||
| Sherleigh Associates Inc. Defined Benefit Pension Plan | |||
| By: | /s/ Daniel Liss | ||
| Name: | Daniel Liss | ||
| Title: | Trustee | ||
| Silver Investment Partners LP | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | General Partner | ||
| Hilltop Holding Company, L.P. | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | General Partner | ||
| Leigh Silver Roth LLC | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | Manager | ||
CUSIP No. 83416M105 |
| Romy Silver Roth LLC | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | Manager | ||
| Romleigh LLC | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | Manager | ||
| Silver Family 2007 Limited Partnership | |||
| By: | /s/ Jack Silver | ||
| Name: | Jack Silver | ||
| Title: | General Partner | ||
| RS Properties I LLC | |||
| By: | /s/ Jesse Kohn | ||
| Name: | Jesse Kohn | ||
| Title: | Manager | ||