UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 13, 2016

FS Energy and Power Fund

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	814-00841 (Commission File Number)	27-6822130 (I.R.S. Employer Identification No.)
201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices)		19112 (Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modification to Rights of Security Holders

On October 13, 2016, FS Energy and Power Fund (the “Company”) further amended and restated its amended and restated distribution reinvestment plan (the “DRP” and, as further amended and restated, the “Amended DRP”). The Amended DRP will be effective as of, and will first apply to the reinvestment of cash distributions paid on or after, November 30, 2016.

Under the DRP, cash distributions to participating shareholders are reinvested in additional common shares of beneficial interest of the Company (“Shares”) at a purchase price equal to 90% of the public offering price per Share in effect as of the date of issuance.

Under the Amended DRP, cash distributions to participating shareholders will be reinvested in additional Shares at a purchase price determined by the board of trustees of the Company (the “Board”) or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per Share determined in good faith by the Board or a committee thereof, in its sole discretion, immediately prior to the payment of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date. No other material terms of the DRP have been amended in connection with the Amended DRP.

The foregoing summary of the Amended DRP is qualified in its entirety by the full text of the Amended DRP, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01. Other Events.

Updated Timing of Anticipated Closing of Public Offering

Subject to market conditions and the pace of capital raising, FSEP now anticipates closing its public offering to new investors in November 2016.

Amendment to Share Repurchase Program

On October 13, 2016, the Company amended the terms of its share repurchase program. The amendments to the share repurchase program will be effective as of the commencement of the Company’s quarterly repurchase offer for the fourth quarter of 2016, which the Company expects will commence in late November 2016.

Under the existing share repurchase program, the Company offers to repurchase Shares on a quarterly basis at a repurchase price equal to 90% of the Share price in effect on each date of repurchase. Under the amended share repurchase program, the Company will offer to repurchase Shares at a repurchase price equal to the price at which Shares are issued pursuant to the Amended DRP on the distribution date coinciding with such Share repurchase date.

A detailed description of the share repurchase program can be found in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2016, and its other public filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
4.1	Second Amended and Restated Distribution Reinvestment Plan of FS Energy and Power Fund

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FS Energy and Power Fund
Date: October 17, 2016	By:	/s/ Stephen S. Sypherd
		Stephen S. Sypherd
		Vice President, Treasurer and Secretary

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
4.1	Second Amended and Restated Distribution Reinvestment Plan of FS Energy and Power Fund