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