0000899243-20-007038.txt : 20200304
0000899243-20-007038.hdr.sgml : 20200304
20200304184351
ACCESSION NUMBER: 0000899243-20-007038
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200302
FILED AS OF DATE: 20200304
DATE AS OF CHANGE: 20200304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPOHLER BRUCE J
CENTRAL INDEX KEY: 0001240586
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-00754
FILM NUMBER: 20688921
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Solar Capital Ltd.
CENTRAL INDEX KEY: 0001418076
IRS NUMBER: 261381340
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 PARK AVENUE
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 993-1670
MAIL ADDRESS:
STREET 1: 500 PARK AVENUE
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-02
0
0001418076
Solar Capital Ltd.
SLRC
0001240586
SPOHLER BRUCE J
C/O SOLAR CAPITAL LTD., 500 PARK AVENUE
NEW YORK
NY
10022
1
1
0
0
See Remarks
Common Stock
2020-03-02
4
M
0
56791.5101
D
2151469.4899
I
See Footnotes
Common Stock
2020-03-02
4
A
0
56791.5101
A
2208261
I
See Footnotes
Common Stock
14000
D
Restricted Stock Units
2020-03-02
4
E
0
57397.3314
D
Common Stock, par value $0.01 per share
150850.6686
I
See Footnote
Restricted Stock Units
2020-03-02
4
M
0
56791.5101
D
Common Stock, par value $0.01 per share
94059.1585
I
See Footnote
Restricted Stock Units
2020-03-02
4
A
0
114187.6503
0.00
D
Common Stock, par value $0.01 per share
114187.6503
114187.6503
I
See Footnote
Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Includes 208,248 shares of Solar Capital Ltd. (the "Issuer") held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), 56,791.5101 of which is reported as purchased on this Form 4. 56,791.5101 shares may be deemed to be repurchased due to cash settlement of previously granted restricted stock units ("RSUs"). The SCP Plan is controlled by Solar Capital Partners, LLC ("Solar Capital Partners"). Bruce J. Spohler and Michael S. Gross may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
(Continued from Footnote (2)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I") and 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), a portion of both of which may be deemed to be indirectly beneficially owned by Mr. Spohler, Mr. Gross and a grantor retained annuity trust setup by and for Mr. Gross by virtue of their collective ownership interest therein.
(Continued from Footnote (3)) Mr. Spohler disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I or Solar Capital II, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Spohler is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Messrs. Spohler and Gross, as administrators of the SCP Plan, elected to settle 56,791.5101 RSUs previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Spohler's partial pecuniary interest as described in footnotes 2, 3 and 4. The settlement was approved in advance in accordance with Rule 16b-3.
These 2,208,261 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired as a result of the settlement of the 56,791.5101 RSUs.
The RSUs with respect to 57,397.3314 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on March 9, 2017, August 14, 2018 and March 5, 2019 terminated without value. The RSUs could have been settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
RSUs with respect to 56,791.5101 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on March 9, 2017 and August 14, 2018 settled on March 2, 2020. RSUs may be settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Spohler and Gross. The administrators elected to settle the vested portion in cash. Messrs. Spohler and Gross may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners. The total also reflects the unexpired RSUs previously granted on March 5, 2019 which did not vest or settle in 2020.
Grants of new RSUs with respect to 114,187.6503 shares held by the SCP Plan to certain of Solar Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated March 2, 2020. Shares of the common stock of the Issuer underlying the RSUs are scheduled to vest in installments of 50% on March 1, 2022 and 50% on March 1, 2023. Upon settlement, the RSUs will become payable on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof at the election of the SCP Plan administrators, Messrs. Spohler and Gross.
Co-Chief Executive Officer and Director
/s/ Bruce J. Spohler
2020-03-04