| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/05/2014 |
3. Issuer Name and Ticker or Trading Symbol
CM Finance Inc [ CMFN ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 717,818 | I | By principal of investment manager to Crescent 1, L.P.(1) |
| Common Stock | 645,273 | I | By principal of investment manager to CRS Master Fund, L.P.(2) |
| Common Stock | 2,077,091 | I | By principal of investment manager to Cyrus Opportunities Master Fund II, Ltd.(3) |
| Common Stock | 378,000 | I | By principal of investment manager to Cyrus Select Opportunities Master Fund, Ltd.(4) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. As the principal of Cyrus Capital Partners, L.P. ("CCP"), the investment manager to Crescent 1, L.P., and the principal of Cyrus Capital Partners GP, L.L.C. ("CCPGP"), the general partner of CCP and the managing member of Cyrus Capital Advisors, L.L.C. ("CCA"), Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 717,818 shares of common stock of CM Finance Inc (the "Common Stock") owned by Crescent 1, L.P. An affiliate of CCP, CCA, serves as the general partner to Crescent 1, L.P. and has granted all discretion over Crescent 1, L.P.'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in Crescent 1, L.P. because CCP receives only an asset-based fee from Crescent 1, L.P. |
| 2. As the principal of CCP, the investment manager to CRS Master Fund, L.P., and the principal of CCPGP, the general partner of CCP and the managing member of CCA, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 645,273 shares of the Common Stock owned by CRS Master Fund, L.P. CCA serves as the general partner to CRS Master Fund, L.P. and has granted all discretion over CRS Master Fund, L.P.'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in CRS Master Fund, L.P. because CCP receives only an asset-based fee from CRS Master Fund, L.P. |
| 3. As the principal of CCP, the investment manager to Cyrus Opportunities Master Fund II, Ltd., and the principal of CCPGP, the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 2,077,091 shares of the Common Stock owned by Cyrus Opportunities Master Fund II, Ltd. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Opportunities Master Fund II, Ltd. because CCP only receives an asset-based fee from Cyrus Opportunities Master Fund II, Ltd. |
| 4. As the principal of CCP, the investment manager to Cyrus Select Opportunities Master Fund, Ltd., and the principal of CCPGP, the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 378,000 shares of the Common Stock owned by Cyrus Select Opportunities Master Fund, Ltd. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Select Opportunities Master Fund, Ltd. because CCP only receives an asset-based fee from Cyrus Select Opportunities Master Fund, Ltd. |
| Remarks: |
| Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but this filing shall not be deemed an admission that any Reporting Person is or was, for the purposes of Section 16 of the Act of otherwise, a beneficial owner of any securities of the Issuer. Such beneficial ownership is and was expressly disclaimed by each of the Reporting Persons except to the extent of their pecuniary interests. |
| /s/ Stephen C. Freidheim | 02/05/2014 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||