0000935836-23-000645.txt : 20231005 0000935836-23-000645.hdr.sgml : 20231005 20231005175405 ACCESSION NUMBER: 0000935836-23-000645 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231005 DATE AS OF CHANGE: 20231005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Repertoire Partners LP CENTRAL INDEX KEY: 0001909393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-00735 FILM NUMBER: 231312308 BUSINESS ADDRESS: STREET 1: 31 HUDSON YARDS STREET 2: 11TH FLOOR SUITE #43 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 415-677-7050 MAIL ADDRESS: STREET 1: 31 HUDSON YARDS STREET 2: 11TH FLOOR SUITE #43 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Portman Ridge Finance Corp CENTRAL INDEX KEY: 0001372807 IRS NUMBER: 205951150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 MADISON AVNUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.891.2880 MAIL ADDRESS: STREET 1: 650 MADISON AVNUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: KCAP Financial, Inc. DATE OF NAME CHANGE: 20120710 FORMER COMPANY: FORMER CONFORMED NAME: Kohlberg Capital CORP DATE OF NAME CHANGE: 20061211 FORMER COMPANY: FORMER CONFORMED NAME: Kohlberg Capital, LLC DATE OF NAME CHANGE: 20060815 3 1 ownership.xml X0206 3 2023-10-02 0 0001372807 Portman Ridge Finance Corp PTMN 0001909393 Repertoire Partners LP 345 CALIFORNIA STREET, SUITE 600 SAN FRANCISCO CA 94104 0 0 1 0 Common Stock 1083825 I See Note Equity Swap (obligation to buy) 23.7618 2021-08-27 2024-08-27 Common Stock 15426 I See Note Equity Swap (obligation to buy) 24.4880 2021-11-29 2024-11-29 Common Stock 37489 I See Note Equity Swap (obligation to buy) 24.5297 2021-12-03 2024-12-03 Common Stock 20178 I See Note Equity Swap (obligation to buy) 24.53 2021-11-24 2024-11-24 Common Stock 1435 I See Note Equity Swap (obligation to buy) 23.19 2021-07-19 2024-07-19 Common Stock 25000 I See Note Equity Swap (obligation to buy) 23.7385 2021-05-28 2024-05-28 Common Stock 10319 I See Note Equity Swap (obligation to buy) 24.4225 2021-12-10 2024-12-10 Common Stock 10798 I See Note Equity Swap (obligation to buy) 21.2654 2021-03-24 2024-03-24 Common Stock 7632 I See Note Equity Swap (obligation to buy) 24.4481 2021-11-26 2024-11-26 Common Stock 3642 I See Note Equity Swap (obligation to buy) 24.6301 2021-11-30 2024-11-30 Common Stock 64651 I See Note Equity Swap (obligation to buy) 23.8879 2021-06-29 2024-06-29 Common Stock 593 I See Note Equity Swap (obligation to buy) 24.5296 2021-12-06 2024-12-06 Common Stock 25000 I See Note Equity Swap (obligation to buy) 24.5293 2021-12-02 2024-12-02 Common Stock 4127 I See Note Equity Swap (obligation to buy) 22.52 2022-11-30 2025-11-30 Common Stock 106 I See Note Equity Swap (obligation to buy) 21.7256 2021-03-25 2024-03-25 Common Stock 14643 I See Note Equity Swap (obligation to buy) 23.9973 2021-10-07 2024-10-07 Common Stock 64922 I See Note Equity Swap (obligation to buy) 24.4044 2021-12-09 2024-12-09 Common Stock 7513 I See Note Equity Swap (obligation to buy) 23.9751 2021-09-01 2024-09-01 Common Stock 9912 I See Note Equity Swap (obligation to buy) 21.8799 2021-03-31 2024-03-31 Common Stock 17394 I See Note Equity Swap (obligation to buy) 24.3787 2021-12-15 2024-12-15 Common Stock 32940 I See Note Equity Swap (obligation to buy) 24.4102 2021-12-13 2024-12-13 Common Stock 8715 I See Note Equity Swap (obligation to buy) 24.4104 2021-12-14 2024-12-14 Common Stock 13016 I See Note Repertoire Partners LP ("Repertoire") is the investment adviser to Repertoire Master Fund LP (the "Master Fund"). Repertoire Holdings LLC ("Holdings") is the general partner of the Master Fund. Deepak Sarpangal is the control person of both Repertoire and Holdings. These securities are held directly by the Master Fund for the benefit of its investors. The securities may be deemed to be beneficially owned by Repertoire as the investment adviser to the Master Fund, by Holdings as the general partner of the Master Fund and by Mr. Sarpangal as the control person of Repertoire and Holdings. Each of Repertoire, Holdings and Mr. Sarpangal disclaims beneficial ownership of such securities except to the extent of that person's pecuniary interest therein. Pursuant to an equity swap agreement entered into by the Master Fund with a counterparty, upon expiration of the 3-year term of the agreement, (1) the Master Fund will be obligated to pay to the counterparty the price per share set forth in Column 4 for the notional number of shares of PTMN common stock set forth in Column 3, and (2) the counterparty will be obligated to pay to the Master Fund the market value of the notional number of shares of PTMN common stock set forth in Column 3 as of the end of that period. The Master Fund will pay to the counterparty monthly interest on the purchase price of the notional shares, at a rate tied to a market index, and the counterparty will pay to the Master Fund all dividends and similar distributions paid on an equivalent number of shares of PTMN common stock during the term. Before 10/2/2023, the Master Fund reported the securities subject to this report and transactions in those securities. Effective as of 10/2/2023, the Master Fund beneficially owns less than 10% of the outstanding shares of the issuer and is no longer subject to the reporting requirement of Section 16(a) of the Securities and Exchange Act. While Repertoire previously did not file a Form 3 in reliance on Rule16a-1(a)(1)(v) under the Act, Repertoire is filing this Form 3 because it may be deemed to indirectly beneficially own more than 10% of the outstanding shares of the issuer. Repertoire is filing this Form 4 on behalf of itself, Holdings and Mr. Sarpangal. The filers are filing this Form jointly, but not as a group, and each expressly disclaims membership in a group. /s/ Deepak Sarpangal, Managing Member of the General Partner of Repertoire Partners LP 2023-10-05