FSFR Tannenbaum Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Fifth Street Senior Floating Rate Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31679F101
(CUSIP Number)
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Leonard M. Tannenbaum 10 Bank Street, 12th Floor White Plains, New York 10606 |
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 2014
(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 Rule 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 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 (“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).
SCHEDULE 13D/A
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1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leonard M. Tannenbaum |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS* PF |
5 | CHECK BOX 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 426,323 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 426,323 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 426,323 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% |
14 | TYPE OF REPORTING PERSON* IN |
This Amendment No. 1 amends and supplements the Schedule 13D originally filed by Leonard M. Tannenbaum on March 21, 2014 (the “Schedule 13D”). Except as expressly set forth herein, there have been no changes in the information set forth in the Schedule 13D.
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Item 1. | Security and Issuer |
Item 1 is hereby amended and restated in its entirety as follows:
This Amendment No. 1 to the Schedule 13D (the “Amended Schedule 13D”) is being filed to report the beneficial ownership of shares of common stock, par value $0.01 per share (the “Shares”), of Fifth Street Senior Floating Rate Corp. (the “Issuer”) by Leonard M. Tannenbaum. The address of the principal executive offices of the Issuer is 10 Bank Street, 12th Floor, White Plains, New York 10606.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
The acquisition of the Shares reported on this Schedule 13D was made using Mr. Tannenbaum’s personal funds. Mr. Tannenbaum holds 312,838 of the Shares as well as other securities 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 Shares reported herein.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
As of the date of this filing on Schedule 13D, Mr. Tannenbaum holds and has sole voting power over 426,323 Shares, or 6.4% of the number of Shares issued and outstanding. Of the 426,323 Shares held by Mr. Tannenbaum, 49,071 Shares are owned by the Leonard M. Tannenbaum Foundation, a 501(c)(3) corporation for which Mr. Tannenbaum serves as the President. With respect to all of such Shares, Mr. Tannenbaum has sole voting and investment power over them, but has no pecuniary interest in, and expressly disclaims beneficial ownership of, such Shares. Based on information contained in the Issuer’s Quarterly Report on Form 10-Q for the period ended December 31, 2013, filed with the Securities and Exchange Commission on February 13, 2014, the Issuer had 6,666,768 issued and outstanding Shares. Based on this amount, Mr. Tannenbaum has sole voting power over 6.4% of the total issued and outstanding Shares of the Issuer.
Mr. Tannenbaum has purchased a total of 220,707 Shares during the past 60 days of which 39,071 Shares are held by the Leonard M. Tannenbaum Foundation. Please see the below chart detailing the date, price and number of Shares purchased in connection with each acquisition made over the past 60 days. Mr. Tannenbaum made all such acquisitions in the open market.
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Date | Price | Quantity of Shares |
February 18, 2014 | $14.09 | 500 |
February 18, 2014 | $14.095 | 100 |
February 18, 2014 | $14.098 | 100 |
February 18, 2014 | $14.10 | 9,300 |
February 19, 2014 | $14,10 | 10,000 |
February 19, 2014 | $14.12 | 10,000 |
February 20, 2014 | $14.10 | 14,100 |
February 20, 2014 | $14.15 | 2,400 |
February 21, 2014 | $14.10 | 116 |
February 24, 2014 | $13.9999 | 400 |
February 24, 2014 | $14.00 | 2,400 |
February 24, 2014 | $14.03 | 1,350 |
February 25, 2014 | $14.00 | 10,000 |
February 27, 2014 | $14.00 | 8,500* |
February 27, 2014 | $14.1299 | 100* |
February 27, 2014 | $14.13 | 2,350* |
February 27, 2014 | $14.14 | 600* |
February 27, 2014 | $14.15 | 6,950* |
February 28, 2014 | $14.10 | 1,771* |
February 28, 2014 | $14.12 | 100* |
February 28, 2014 | $14.13 | 100* |
February 28, 2014 | $14.14 | 8,600* |
February 28, 2014 | $14.19 | 700* |
February 28, 2014 | $14.20 | 9,300* |
February 28, 2014 | $14.16 | 15,000 |
February 28, 2014 | $14.20 | 13,400 |
February 28, 2014 | $14.195 | 1,400 |
February 28, 2014 | $14.19 | 5,200 |
March 20, 2014 | $14.40 | 25,000 |
March 20, 2014 | $14.31 | 165 |
March 20, 2014 | $14.32 | 2,835 |
March 20, 2014 | $14.34 | 300 |
March 20, 2014 | $14.35 | 7,570 |
March 20, 2014 | $14.30 | 50,000 |
* Shares held by Leonard M. Tannenbaum Foundation |
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended and restated in its entirety as follows:
Mr. Tannenbaum holds 312,838 of the Shares reported herein in a margin account pursuant to a brokerage agreement.
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.
Dated: March 24, 2014
By: /s/ Leonard M. Tannenbaum
Name: Leonard M. Tannenbaum