SC 13D/A 1 tv518823_sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 12)*

 

Oaktree Specialty Lending Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

67401P 108

(CUSIP Number)

 

Leonard M. Tannenbaum

555 Washington Avenue, Suite 240

Miami Beach, FL 33139

(203) 930-2139

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 10, 2019

(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 § 240.13d-7 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).

 

 

 

 

 

CUSIP No. 67401P 108 13D Page 2 of 8 Pages

 

1

Name of Reporting Persons

 

Leonard M. Tannenbaum

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)   ¨
  (b)   þ
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

PF, AF, OO

5 Check 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

 

0 

8

Shared Voting Power

 

24,203,623

9

Sole Dispositive Power

 

0 

10

Shared Dispositive Power

 

24,203,623 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

24,203,623

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares)              ¨

(See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

17.2%

14

Type of Reporting Person (See Instructions)

 

IN

 

 

 

 

CUSIP No. 67401P 108 13D Page 3 of 8 Pages

 

1

Name of Reporting Persons

 

Fifth Street Asset Management Inc.

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)   ¨
  (b)   þ
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

WC, BK

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)                                    ¨
   
6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
With		 7

Sole Voting Power

 

0 

8

Shared Voting Power

 

7,030,497

9

Sole Dispositive Power

 

0 

10

Shared Dispositive Power

 

7,030,497 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,030,497

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares)              ¨

(See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

4.99%

14

Type of Reporting Person (See Instructions)

 

CO

 

 

 

 

CUSIP No. 67401P 108 13D Page 4 of 8 Pages

 

1

Name of Reporting Persons

 

Fifth Street Holdings L.P.

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)   ¨
  (b)   þ
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

WC, BK

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)                                    ¨
   
6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
With		 7

Sole Voting Power

 

0 

8

Shared Voting Power

 

7,030,497

9

Sole Dispositive Power

 

0 

10

Shared Dispositive Power

 

7,030,497 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,030,497

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares)              ¨

(See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

4.99%

14

Type of Reporting Person (See Instructions)

 

PN

 

 

 

 

CUSIP No. 67401P 108 13D Page 5 of 8 Pages

 

Item 1.Security and Issuer

 

This Schedule 13D/A constitutes Amendment No. 10 to the Schedule 13D by Fifth Street Holdings L.P. on February 24, 2016, as amended on March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017, October 4, 2017 and October 25, 2017. This Schedule 13D/A also constitutes Amendment No. 12 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. on December 31, 2015, as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017, October 4, 2017 and October 25, 2017. Except as amended herein, each such prior Schedule 13D, as previously amended, remains in effect. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the reporting persons’ Schedules 13D as previously amended.

 

Item 2.Identity and Background

 

The second sentence of the second paragraph of Item 2 is amended and restated as follows:

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A,  which replaces the corresponding schedule attached to that certain amendment to this Schedule 13D filed on October 25, 2017.

 

Item 5.Interest in Securities of the Issuer

 

Item 5 is amended and restated as follows:

 

(a)-(b)   The information set forth in rows 7 through 13 of the cover page to this Schedule 13D and Schedule A hereto is incorporated by reference. The percentage set forth in row 13 is based on 140,960,651 outstanding shares of the Issuer’s common stock (“Shares”) as of February 5, 2019, as reported in the Issuer’s Form 10-Q as filed on February 7, 2019. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Tannenbaum has shared voting and dispositive power with Oaktree over the following Shares: (i) 14,306,545 Shares held by Mr. Tannenbaum directly; (ii) 1,251,952 Shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; (iii) 958,779 Shares held by 777 West Putnam Avenue LLC, for which Mr. Tannenbaum holds a majority of the equity interest of the sole member, (iv) 655,850 Shares held directly by the Leonard M. Tannenbaum 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (v) 7,030,497 Shares directly held by FSH.

 

(c)         Schedule B sets forth all transactions with respect to Shares effected during the past 60 days.

 

(e)         On April 10, 2019, each of FSH and Fifth Street Asset Management Inc. ceased to be beneficial owners of greater than 5% of the Shares.

 

 

 

 

CUSIP No. 67401P 108 13D Page 6 of 8 Pages

 

Schedule A

 

Name   Position at FSAM   Business Address /
Address of Employer		   Principal
Occupation
or
Employment		   Name and
Principal
Business of
Employer		   Beneficial
Ownership
of Shares(1)
Leonard M. Tannenbaum   Chairman of the Board and Chief Executive Officer  

555 Washington Avenue, Suite 240

Miami Beach, FL 33139

   N/A   N/A   See Item 5
                     
Bernard D. Berman   Director; President and Chief Compliance Officer  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A  

35,968 Shares

(<0.1%)

                     
Jodi H. Bond   Director  

1001 G Street NW,

Suite 400

Washington, DC 20001

   Executive Vice President, Global Government and Industry Affairs   Chubb Limited, a property and casualty insurance company   None
                     
Thomas H. Brandt   Director  

67 Wesgate Drive

Stamford, CT 06902

   N/A   N/A   None
                     
Alexander C. Frank   Director  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A  

140 Shares

(<0.1%)

                     
Thomas L. Harrison   Director  

437 Madison Avenue

New York, NY 10022

   Chairman Emeritus   Diversified Agency Services, a division of Omnicom Group Inc., a marketing communications services company   None

 

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.

 

 

 

 

CUSIP No. 67401P 108 13D Page 7 of 8 Pages

 

Schedule B

 

All transactions were sales of Shares effected in the open market, and the price per share excludes commissions paid.

 

Name  Date of
Transaction		  Amount of Securities   Price per Share 
Leonard M. Tannenbaum  February 11, 2019   11,252   $5.2501 
Fifth Street Holdings L.P.  February 11, 2019   11,252   $5.2501 
Leonard M. Tannenbaum  February 12, 2019   17,560   $5.2615 
Fifth Street Holdings L.P.  February 12, 2019   17,560   $5.2615 
777 West Putnam Avenue LLC  February 13, 2019   23,000   $5.2574 
Fifth Street Holdings L.P.  February 13, 2019   25,700   $5.2574 
777 West Putnam Avenue LLC  February 14, 2019   53,980   $5.2552 
Fifth Street Holdings L.P.  February 14, 2019   53,620   $5.2552 
777 West Putnam Avenue LLC  February 15, 2019   22,830   $5.2562 
Fifth Street Holdings L.P.  February 15, 2019   22,831   $5.2562 
777 West Putnam Avenue LLC  April 5, 2019   830   $5.3000 
Fifth Street Holdings L.P.  April 5, 2019   831   $5.3000 
777 West Putnam Avenue LLC  April 8, 2019   12,310   $5.3014 
Fifth Street Holdings L.P.  April 8, 2019   12,310   $5.3014 
777 West Putnam Avenue LLC  April 9, 2019   7,700   $5.3059 
Fifth Street Holdings L.P.  April 9, 2019   7,701   $5.3059 
777 West Putnam Avenue LLC  April 10, 2019   42,852   $5.3045 
Fifth Street Holdings L.P.  April 10, 2019   42,848   $5.3045 

 

 

 

 

CUSIP No. 67401P 108 13D Page 8 of 8 Pages

 

SIGNATURES

 

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: April 12, 2019

 

/s/ Leonard M. Tannenbaum    
LEONARD M. TANNENBAUM  

 

FIFTH STREET ASSET MANAGEMENT INC.  
     
By: /s/ Leonard M. Tannenbaum    
Name: Leonard M. Tannenbaum  
Title: Chief Executive Officer  

 

FIFTH STREET HOLDINGS L.P.  
     
By:  Fifth Street Asset Management Inc., its general partner  
     
By: /s/ Leonard M. Tannenbaum    
Name: Leonard M. Tannenbaum  
Title: Chief Executive Officer