0000935836-23-000652.txt : 20231010
0000935836-23-000652.hdr.sgml : 20231010
20231010134501
ACCESSION NUMBER: 0000935836-23-000652
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230112
FILED AS OF DATE: 20231010
DATE AS OF CHANGE: 20231010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Repertoire Master Fund LP
CENTRAL INDEX KEY: 0001878549
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-00735
FILM NUMBER: 231317321
BUSINESS ADDRESS:
STREET 1: 345 CALIFORNIA STREET, SUITE 600
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-677-7050
MAIL ADDRESS:
STREET 1: 345 CALIFORNIA STREET, SUITE 600
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
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
4/A
1
ownership.xml
X0508
4/A
2023-01-12
2023-05-02
0
0001372807
Portman Ridge Finance Corp
PTMN
0001878549
Repertoire Master Fund LP
345 CALIFORNIA STREET, SUITE 600
SAN FRANCISCO
CA
94104
0
0
1
0
0
Common Stock
2023-03-08
4
X
1
2744
23.1084
A
1165088
D
Common Stock
2023-03-08
4
J
1
2744
23.3111
D
1162344
D
Common Stock
2023-03-08
4
X
1
5107
22.9805
A
1167451
D
Common Stock
2023-03-08
4
J
1
5107
23.3111
D
1162344
D
Common Stock
2023-03-08
4
X
1
109
22.65
A
1162453
D
Common Stock
2023-03-08
4
J
1
109
23.3111
D
1162344
D
Common Stock
2023-03-10
4
X
1
200
24.7179
A
1162544
D
Common Stock
2023-03-10
4
J
1
200
22.695
D
1162344
D
Common Stock
2023-03-14
4
X
1
2979
24.7179
A
1165323
D
Common Stock
2023-03-14
4
J
1
2979
21.5026
D
1162344
D
Common Stock
2023-03-27
4
X
1
3923
24.7179
A
1166267
D
Common Stock
2023-03-27
4
J
1
3923
20.9413
D
1162344
D
Common Stock
2023-03-28
4
X
1
3550
24.7179
A
1165894
D
Common Stock
2023-03-28
4
J
1
3550
20.9001
D
1162344
D
Common Stock
2023-03-28
4
X
1
1659
24.6301
A
1165894
D
Common Stock
2023-03-28
4
J
1
1659
20.9001
D
1162344
D
Common Stock
2023-04-03
4
X
1
4555
24.6301
A
1166899
D
Common Stock
2023-04-03
4
J
1
4555
20.7358
D
1162344
D
Common Stock
2023-04-04
4
X
1
243
24.6301
A
1162587
D
Common Stock
2023-04-04
4
J
1
243
20.55
D
1162344
D
Common Stock
2023-04-11
4
X
1
2797
24.6301
A
1165141
D
Common Stock
2023-04-11
4
J
1
2797
20.6
D
1162344
D
Common Stock
2023-04-13
4
X
1
722
24.6301
A
1163066
D
Common Stock
2023-04-13
4
J
1
722
20.5751
D
1162344
D
Common Stock
2023-04-14
4
X
1
2363
24.6301
A
1164707
D
Common Stock
2023-04-14
4
J
1
2363
20.6002
D
1162344
D
Common Stock
2023-04-17
4
X
1
2567
24.6301
A
1164911
D
Common Stock
2023-04-17
4
J
1
2567
20.6223
D
1162344
D
Common Stock
2023-04-18
4
X
1
984
24.6301
A
1163328
D
Common Stock
2023-04-18
4
J
1
984
20.5034
D
1162344
D
Equity Swap (Obligation to Buy)
22.67
2023-02-07
4
J
1
100
A
Common Stock
100
100
D
Equity Swap (Obligation to Buy)
22.65
2023-02-08
4
J
1
7327
A
Common Stock
7327
7327
D
Equity Swap (Obligation to Buy)
23.1084
2023-02-28
4
J
1
2744
A
Common Stock
2744
2744
D
Equity Swap (Obligation to Buy)
22.9805
2023-03-03
4
J
1
5107
A
Common Stock
5107
5107
D
Equity Swap (Obligation to Buy)
23.1084
2023-03-08
4
X
1
2744
D
Common Stock
2744
0
D
Equity Swap (Obligation to Buy)
22.9805
2023-03-08
4
X
1
5107
D
Common Stock
5107
0
D
Equity Swap (Obligation to Buy)
22.65
2023-03-08
4
X
1
109
D
Common Stock
109
7218
D
Equity Swap (Obligation to Buy)
24.7179
2023-03-10
4
X
1
200
D
Common Stock
200
10452
D
Equity Swap (Obligation to Buy)
22.0259
2023-03-10
4
J
1
1233
A
Common Stock
1233
1233
D
Equity Swap (Obligation to Buy)
21.0692
2023-03-13
4
J
1
6440
A
Common Stock
6440
6440
D
Equity Swap (Obligation to Buy)
24.7179
2023-03-14
4
X
1
2979
D
Common Stock
2979
7473
D
Equity Swap (Obligation to Buy)
24.7179
2023-03-27
4
X
1
3923
D
Common Stock
3923
3550
D
Equity Swap (Obligation to Buy)
24.7179
2023-03-28
4
X
1
3550
D
Common Stock
3550
0
D
Equity Swap (Obligation to Buy)
24.6301
2023-03-28
4
X
1
1659
D
Common Stock
1659
79764
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-03
4
X
1
4555
D
Common Stock
4555
75209
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-04
4
X
1
243
D
Common Stock
243
74966
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-11
4
X
1
2797
D
Common Stock
2797
72169
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-13
4
X
1
722
D
Common Stock
722
71447
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-14
4
X
1
2363
D
Common Stock
2363
69084
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-17
4
X
1
2567
D
Common Stock
2567
66517
D
Equity Swap (Obligation to Buy)
24.6301
2023-04-18
4
X
1
984
D
Common Stock
984
65533
D
Table II of the original filing made on 5/2/2023 (the "Original Filing") incorrectly reported that the reporting person entered into equity swap contracts (obligations to sell) on 3/8, 3/10, 3/14, 3/27, 3/28, 4/3, 4/4, 4/11, 4/13, 4/14, 4/17 and 4/18 pursuant to which the reporting person would be paid a fixed price per share for each notional share reported in those transactions on the settlement date of those contracts (offset by the value of such notional shares on the settlement date). The reporting person did not, in fact, enter into such contracts. Instead, the reporting person exited (in whole or in part) existing equity swap agreements on those dates. This amendment amends the Original Filing to restate Table II to correct the descriptions of the equity swap transactions reported in the Original Filing and to disclose on Table I the deemed sales and purchases of common stock in connection with exiting swap agreements on those dates.
The reporting person entered into an equity swap agreement with a counterparty under which, upon expiration of the 3-year term of the agreement, (1) the reporting person will be obligated to pay to the counterparty the price per share set forth in Column 2 for the notional number of shares of PTMN common stock set forth in Column 7, and (2) the counterparty will be obligated to pay to the reporting person the market value of the notional number of shares of PTMN common stock set forth in Column 7 as of the end of that period. The reporting person 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 reporting person all dividends and similar distributions paid on an equivalent number of shares of PTMN common stock during the term.
On 3/8/2023, upon settlement of an equity swap agreement entered into by the reporting person and a securities broker on 2/28/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of the 2,744 shares subject to the agreement, offset by $23.1384 per share for each of the 2,744 shares subject to the agreement. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-6(b) thereunder.
On 3/8/2023, upon settlement of an equity swap agreement entered into by the reporting person and a securities broker on 3/3/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of the 5,107 shares subject to the agreement, offset by $22.9805 per share for each of the 5,107 shares subject to the agreement. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 3/8/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 2/8/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of 109 shares subject to the settlement, offset by $22.65 per share for each of the 109 shares subject to the settlement. After the partial settlement, 7,218 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 3/10/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 200 shares subject to the settlement, offset by $22.695 per share (the market price of the shares on 3/10/2023) for each of the 200 shares subject to the settlement. After the partial settlement, 10,452 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 3/14/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 2,979 shares subject to the settlement, offset by $21.5026 per share (the market price of the shares on 3/14/2023) for each of the 2,979 shares subject to the settlement. After the partial settlement, 7,473 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 3/27/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 3,923 shares subject to the settlement, offset by $20.9413 per share (the market price of the shares on 3/27/2023) for each of the 3,923 shares subject to the settlement. After the partial settlement, 3,550 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 3/28/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 3,550 shares subject to the settlement, offset by $20.9001 per share (the market price of the shares on 3/28/2023) for each of the 3,550 shares subject to the settlement. After the partial settlement, no notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 3/28/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 1,659 shares subject to the settlement, offset by $20.9001 per share (the market price of the shares on 3/28/2023) for each of the 1,659 shares subject to the settlement. After the partial settlement, 79,764 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/3/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 4,555 shares subject to the settlement, offset by $20.7358 per share (the market price of the shares on 4/3/2023) for each of the 4,555 shares subject to the settlement. After the partial settlement, 75,209 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/4/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 243 shares subject to the settlement, offset by $20.55 per share (the market price of the shares on 4/4/2023) for each of the 243 shares subject to the settlement. After the partial settlement, 74,966 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/11/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,797 shares subject to the settlement, offset by $20.60 per share (the market price of the shares on 4/11/2023) for each of the 2,797 shares subject to the settlement. After the partial settlement, 72,169 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/13/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 722 shares subject to the settlement, offset by $20.5751 per share (the market price of the shares on 4/13/2023) for each of the 722 shares subject to the settlement. After the partial settlement, 71,447 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/14/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,363 shares subject to the settlement, offset by $20.6002 per share (the market price of the shares on 4/14/2023) for each of the 2,363 shares subject to the settlement. After the partial settlement, 69,084 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/17/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,567 shares subject to the settlement, offset by $20.6223 per share (the market price of the shares on 4/17/2023) for each of the 2,567 shares subject to the settlement. After the partial settlement, 66,517 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
On 4/18/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 984 shares subject to the settlement, offset by $20.5034 per share (the market price of the shares on 4/18/2023) for each of the 984 shares subject to the settlement. After the partial settlement, 65,533 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
/s/ Deepak Sarpangal, Managng Member of the General Paartner of Repertoire Master Fund LP
2023-10-10