0001214659-14-005144.txt : 20140716 0001214659-14-005144.hdr.sgml : 20140716 20140716145428 ACCESSION NUMBER: 0001214659-14-005144 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140716 DATE AS OF CHANGE: 20140716 GROUP MEMBERS: BOATHOUSE ROW I L.P. GROUP MEMBERS: BOATHOUSE ROW II L.P. GROUP MEMBERS: BOATHOUSE ROW OFFSHORE LTD. GROUP MEMBERS: BOATHOUSE ROW OFFSHORE REGATTA LTD. GROUP MEMBERS: JORDAN HYMOWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TriplePoint Venture Growth BDC Corp. CENTRAL INDEX KEY: 0001580345 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88239 FILM NUMBER: 14977917 BUSINESS ADDRESS: STREET 1: 2755 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-2093 MAIL ADDRESS: STREET 1: 2755 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Philadelphia Financial Management of San Francisco, LLC CENTRAL INDEX KEY: 0001351407 IRS NUMBER: 200912242 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 SANSOME STREET STREET 2: SUITE 1500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.352.4460 MAIL ADDRESS: STREET 1: 450 SANSOME STREET STREET 2: SUITE 1500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 o715140sc13g.htm o715140sc13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.    )*
 
TriplePoint Venture Growth BCM Corp.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
 
89677Y100
 
 
 
(CUSIP Number)
 
 
March 13, 2014
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
x
Rule 13d-1(b)
 
 
 
 
¨
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 (however, see the Notes).


Continued on the following pages
Page 1 of 12 pages
Exhibit Index:  Page 12
 


 
Page 1 of 12 pages

 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Philadelphia Financial Management of San Francisco, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ¨
(b) ¨
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
979,768
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
979,768
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,768
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON (see instructions)
 
IA

 
Page 2 of 12 pages

 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ¨
(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
 
0
6
SHARED VOTING POWER
279,264
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
279,264
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,264
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.8%
12
TYPE OF REPORTING PERSON (see instructions)
 
PN

 
Page 3 of 12 pages

 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ¨
(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
 
0
6
SHARED VOTING POWER
91,176
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
91,176
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,176
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
 
Page 4 of 12 pages

 

CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ¨
(b) ¨
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
481,232
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
481,232
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,232
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.9%
12
TYPE OF REPORTING PERSON (see instructions)
 
CO

 
Page 5 of 12 pages

 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row Offshore Regatta Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ¨
(b) ¨
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
128,096
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
128,096
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,096
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3%
12
TYPE OF REPORTING PERSON (see instructions)
 
 CO

 
Page 6 of 12 pages

 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jordan Hymowitz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ¨
(b) ¨
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
US Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
979,768
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
979,768
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,768
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9 %
12
TYPE OF REPORTING PERSON (see instructions)
 
 IN
 
 
Page 7 of 12 pages

 
 
Item 1(a).
Name of Issuer:
 
TriplePoint Venture Growth BDC Corp. (the “Issuer”)
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
2755 Sand Hill Road
Suite 150
Menlo Park, CA 94025
 
 
Item 2(a).
Name of Person Filing:
 
This Schedule 13G is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
Philadelphia Financial Management of San Francisco, LLC
Boathouse Row I, L.P.
Boathouse Row II, L.P.
Boathouse Row Offshore Ltd.
Boathouse Row Offshore Regatta Ltd.
Jordan Hymowitz
 
This Schedule 13G relates to the shares of common stock of the Issuer (the “Shares”) held for the accounts of Boathouse Row I, L.P. (“BRI”), Boathouse Row II, L.P. (“BRII”), Boathouse Row Offshore Ltd. (“BRO”), and Boathouse Row Offshore Regatta Ltd. (“BROR”).  Philadelphia Financial Management of San Francisco, LLC (“PFM”) is the investment advisor of BRO and BROR and the general partner of BRI and BRII and therefore retains voting control and dispositive power of the shares owned by each.  Jordan Hymowitz is the Managing Member of Philadelphia Financial Management of San Francisco LLC and its majority owner.
 
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The address of the principal business office of each of the Reporting Persons  is:
c/o Philadelphia Financial Management of San Francisco, LLC
 
450 Sansome Street, Suite 1500
San Francisco, CA 94111
 
 
Item 2(c).
Citizenship:
 
Philadelphia Financial Management of San Francisco, LLC – California, United States
Boathouse Row I, L.P. – Delaware, United States
Boathouse Row II, L.P. – Delaware, United States
Boathouse Row Offshore Ltd. – Cayman Islands
Boathouse Row Offshore Regatta Ltd. – Cayman Islands
Jordan Hymowitz-California, United States
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
 
Item 2(e).
CUSIP Number:
89677Y100
 
 
Page 8 of 12 pages

 

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)
x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
x
A 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 (12 U.S.C. 1813);
(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 240.13d-1(b)(1)(ii)(J);
(k)
¨
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      
 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned:
 
As of June 16, 2014, each of the Reporting Persons may be deemed the beneficial owner of 979,768 Shares.  279,264 Shares are held for the account of BRI.  91,176 Shares are held for the account of BRII.  481,232 Shares are held for the account of BRO.  128,096 Shares are held for the account of BROR.
 
 
(b)
Percent of Class:
 
9.9% (based on 9,848,371 shares outstanding as of May 14, 2014), as reported by the Issuer in its quarterly report on Form 10-Q filed May 14, 2014.
 
 
(c)
Number of shares as to which such person has:
 
 
 
(i)
sole power to vote or to direct the vote:
 
0
 
 
 
(ii)
shared power to vote or to direct the vote:
 
979,768
 
 
 
(iii)
sole power to dispose or to direct the disposition of:
 
0
 
 
 
(iv)
shared power to dispose or to direct the disposition of:
 
979,768
 
 
Page 9 of 12 pages

 
 
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.
 
 
 
See disclosure in Items 2 and 4 hereof.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
See disclosure in Item 2 hereof.
 
 
Item 8.
Identification and Classification of Members of the Group.
 
 
 
Not applicable.
 
 
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 acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 purpose or effect for the time being.
 
 
 
 
 
 
 
Page 10 of 12 pages

 
 
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:  July 15, 2014
 

PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
BOATHOUSE ROW I, L.P.  
     
     
     
By: 
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
BOATHOUSE ROW II, L.P.  
     
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
     
BOATHOUSE ROW OFFSHORE FUND LTD.  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
BOATHOUSE ROW OFFSHORE REGATTA LTD.  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
JORDAN HYMOWITZ  
     
     
     
By: 
/s/Jordan Hymowitz
 
 
 
 
Page 11 of 12 pages

 

EXHIBIT INDEX

EX.
Page No.
A           Joint Filing Agreement 12 
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of TriplePoint Venture Growth BDC Corp. dated as of July 14, 2014 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.


Dated:  July 15, 2014

PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
BOATHOUSE ROW I, L.P.  
     
     
     
By: 
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
BOATHOUSE ROW II, L.P.  
     
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
BOATHOUSE ROW OFFSHORE FUND LTD.  
     
     
     
By:  
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
     
BOATHOUSE ROW OFFSHORE REGATTA LTD.  
     
     
     
By:  
/s/Rachael Clarke
 
 
Rachael Clark, Authorized Signatory
 
     
     
JORDAN HYMOWITZ  
     
     
     
By:  
/s/Jordan Hymowitz
 
 
 
Page 12 of 12 pages