UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OHA Investment Corporation
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Common Stock, par value $0.001 per share
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67091U102
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December 31, 2018
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Callodine Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,010,000 shares (See Item 4 below)
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,010,000 shares (See Item 4 below)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,010,000 shares (See Item 4 below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.0% (See Item 4 below)
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
James S. Morrow
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,010,000 shares (See Item 4 below)
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,010,000 shares (See Item 4 below)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,010,000 shares (See Item 4 below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.0% (See Item 4 below)
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12
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Type of Reporting Person (See Instructions)
HC, IN
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Item 1
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(a)
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Name of Issuer
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OHA Investment Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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1114 Avenue of the Americas, 27th Floor, New York, New York 10036
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Item 2
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(a)
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Name of Person Filing
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Callodine Capital Management, LP
James S. Morrow
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(b)
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Address of Principal Business Office or, if none, Residence
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Callodine Capital Management, LP
James S. Morrow
c/o Callodine Capital Management, LP
Two International Place, Suite 1830
Boston, MA 02110
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(c)
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Citizenship
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Callodine Capital Management, LP – Delaware
James S. Morrow – United States
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(d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share
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(e)
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CUSIP Number
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67091U102
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Item 3
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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:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[x]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[x]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership
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Shares reported herein for Callodine Capital Management, LP (“Callodine”) represent shares held for the benefit of investment
advisory clients of Callodine. Shares reported herein for Mr. Morrow represent the above referenced shares reported for Callodine. Mr. Morrow is the managing member of the general partner of Callodine. Each of the Reporting Persons
disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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Item 4(a)
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Amount Beneficially Owned
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Callodine Capital Management, LP – 1,010,000 shares
James S. Morrow – 1,010,000 shares
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Item 4(b)
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Percent of Class
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Callodine Capital Management, LP – 5.0%
James S. Morrow – 5.0%
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Item 4(c)
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Number of shares as to which each such person has voting and dispositive power:
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(i)
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sole power to vote or to direct the vote
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Callodine Capital Management, LP – 0 shares
James S. Morrow – 0 shares
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(ii)
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shared power to vote or to direct the vote
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Callodine Capital Management, LP – 1,010,000 shares
James S. Morrow – 1,010,000 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Callodine Capital Management, LP – 0 shares
James S. Morrow – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Callodine Capital Management, LP – 1,010,000 shares
James S. Morrow – 1,010,000 shares
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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An investment advisory client of Callodine, East Asset Management LLC, has the right to receive dividends received from, and proceeds from the sale
of, a portion of the shares reported herein constituting more than five percent of the outstanding shares of the Issuer’s common stock.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and between the Reporting Persons.
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CALLODINE CAPITAL MANAGEMENT, LP
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By Callodine Capital Management, LLC,
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Its General Partner
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By: /s/ James S. Morrow
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James S. Morrow, Managing Member
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JAMES S. MORROW
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By: /s/ James S. Morrow
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James S. Morrow
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CALLODINE CAPITAL MANAGEMENT, LP
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By Callodine Capital Management, LLC,
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Its General Partner
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By: /s/ James S. Morrow
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James S. Morrow, Managing Member
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JAMES S. MORROW
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By: /s/ James S. Morrow
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James S. Morrow
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