0000899243-22-005532.txt : 20220210
0000899243-22-005532.hdr.sgml : 20220210
20220210083522
ACCESSION NUMBER: 0000899243-22-005532
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220124
FILED AS OF DATE: 20220210
DATE AS OF CHANGE: 20220210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Holdings Inc.
CENTRAL INDEX KEY: 0001504722
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610739
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Holdings Canada Inc.
CENTRAL INDEX KEY: 0001540230
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610738
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: Brookfield Holdings Canada
DATE OF NAME CHANGE: 20120123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield BHS Advisors LLC
CENTRAL INDEX KEY: 0001760437
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610735
BUSINESS ADDRESS:
STREET 1: 395 NINTH AVENUE 52ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 212-549-8400
MAIL ADDRESS:
STREET 1: 395 NINTH AVENUE 52ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER NAME:
FORMER CONFORMED NAME: Brookfield Hedge Solutions LLC
DATE OF NAME CHANGE: 20181130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OCM Growth Holdings LLC
CENTRAL INDEX KEY: 0001693272
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610740
BUSINESS ADDRESS:
STREET 1: 333 S. GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: 213-830-6300
MAIL ADDRESS:
STREET 1: 333 S. GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Multi-Strategy Master Fund LP
CENTRAL INDEX KEY: 0001909657
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610733
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: 250 VESEY STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Inc.
CENTRAL INDEX KEY: 0001768973
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610737
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1023
BUSINESS PHONE: 416-956-5188
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1023
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Multi-Strategy Fund GP LLC
CENTRAL INDEX KEY: 0001909267
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610734
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: 250 VESEY STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Public Securities Group Holdings LLC
CENTRAL INDEX KEY: 0001909269
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 814-01180
FILM NUMBER: 22610736
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: 250 VESEY STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Runway Growth Finance Corp.
CENTRAL INDEX KEY: 0001653384
IRS NUMBER: 475049745
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 205 N. MICHIGAN AVE.
STREET 2: SUITE 4200
CITY: CHICAGO
STATE: IL
ZIP: 60601
BUSINESS PHONE: (312) 281-6270
MAIL ADDRESS:
STREET 1: 205 N. MICHIGAN AVE.
STREET 2: SUITE 4200
CITY: CHICAGO
STATE: IL
ZIP: 60601
FORMER COMPANY:
FORMER CONFORMED NAME: Runway Growth Credit Fund Inc.
DATE OF NAME CHANGE: 20170613
FORMER COMPANY:
FORMER CONFORMED NAME: GSV Growth Credit Fund Inc.
DATE OF NAME CHANGE: 20150917
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-01-24
0
0001653384
Runway Growth Finance Corp.
RWAY
0001693272
OCM Growth Holdings LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 S. GRAND AVE., 28TH FLOOR
LOS ANGELES
CA
90071
1
0
1
0
0001504722
Brookfield US Holdings Inc.
BROOKFIELD PLACE, SUITE 300
181 BAY ST. P.O. BOX 762
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
0
0
1
0
0001540230
Brookfield Holdings Canada Inc.
BROOKFIELD PLACE, SUITE 300
181 BAY ST. P.O. BOX 762
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
0
0
1
0
0001768973
Brookfield US Inc.
BROOKFIELD PLACE, 15TH FLOOR
250 VESEY STREET
NEW YORK
NY
10281
0
0
1
0
0001909269
Brookfield Public Securities Group Holdings LLC
BROOKFIELD PLACE, 15TH FLOOR
250 VESEY STREET
NEW YORK
NY
10281
0
0
1
0
0001760437
Brookfield BHS Advisors LLC
395 NINTH AVENUE, 52ND FLOOR
NEW YORK
NY
10001
0
0
1
0
0001909267
Brookfield Multi-Strategy Fund GP LLC
395 NINTH AVENUE, 52ND FLOOR
NEW YORK
NY
10001
0
0
1
0
0001909657
Brookfield Multi-Strategy Master Fund LP
395 NINTH AVENUE, 52ND FLOOR
NEW YORK
NY
10001
0
0
1
0
Common Stock, par value $0.01 per share
2022-01-24
4
P
0
19840
13.1323
A
20312520
D
Common Stock, par value $0.01 per share
2022-01-25
4
P
0
19488
12.9388
A
20332008
D
Common Stock, par value $0.01 per share
2022-01-26
4
P
0
20000
12.7206
A
20352008
D
Common Stock, par value $0.01 per share
2022-01-27
4
P
0
19400
12.8714
A
20371408
D
Common Stock, par value $0.01 per share
2022-01-28
4
P
0
20365
13.0085
A
20391773
D
Common Stock, par value $0.01 per share
2022-01-31
4
P
0
19521
12.8175
A
20411294
D
Common Stock, par value $0.01 per share
2022-02-01
4
P
0
16973
12.6787
A
20428267
D
Common Stock, par value $0.01 per share
2022-02-02
4
P
0
18231
12.887
A
20446498
D
Common Stock, par value $0.01 per share
2022-02-03
4
P
0
14109
13.0313
A
20460607
D
Common Stock, par value $0.01 per share
2022-02-04
4
P
0
20400
13.349
A
20481007
D
Common Stock, par value $0.01 per share
2022-02-07
4
P
0
19760
13.361
A
20500767
D
Common Stock, par value $0.01 per share
2022-02-08
4
P
0
20800
13.103
A
20521567
D
Common Stock, par value $0.01 per share
2022-02-09
4
P
0
17566
12.9977
A
20539133
D
Includes shares acquired pursuant to the issuer's dividend reinvestment plan.
OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 20,277,008 shares of the common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer"). Brookfield Multi-Strategy Master Fund LP, a Cayman Island exempted limited partnership ("Master Fund LP"), directly owns 75,000 shares of Common Stock of the Issuer. This Form 4 is being filed by (i) Oaktree Fund GP, LLC, a Delaware LLC ("GP LLC"), in its capacity as manager of OCMGH, (ii) Oaktree GP I, L.P., a Delaware limited partnership ("GP I LLC"), in its capacity as managing member of GP LLC, (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I, (iv) OCM Holdings I, LLC, a Delaware LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC, a Delaware LLC ("Holdings"),
(Continued from Footnote 2) in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG; (viii) Brookfield Multi-Strategy Fund GP LLC, a Delaware LLC ("Multi-Fund Strategy Fund GP"), in its capacity as general partner of Master Fund LP; (xi) Brookfield BHS Advisors, LLC, a Delaware LLC ("BHS Advisors"), in its capacity as investment manager to Master Fund LP; (x) Brookfield Public Securities Group Holdings LLC, a Delaware LLC ("Securities Group Holdings"), in its capacity as managing manager of BHS Advisors; (xi) Brookfield US Inc., a Delaware corporation ("Brookfield US"), in its capacity as managing member of Securities Group Holdings;
(Continued from Footnote 3) (xii) Brookfield US Holdings Inc., a Canadian corporation ("Brookfield US Holdings"), in its capacity as the sole shareholder of Brookfield US; (xiii) Brookfield Holdings Canada Inc., a Canadian corporation ("Brookfield Holdings Canada"), in its capacity as the sole shareholder of Brookfield US Holdings; (xiv) Brookfield Asset Management Inc., a Canadian corporation ("BAM"), in its capacity as the indirect owner of the class A units of OCG and sole shareholder of Brookfield Holdings Canada; and (xv) BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BAM.
Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.
This transaction was effected pursuant to a Rule 10b-5 plan adopted by the Reporting Persons.
Form 2 of 2.
Brookfield BHS Advisors LLC, /s/ Brian Hourihan, Managing Director, Chief Compliance Officer and Regulatory Counsel
2022-02-09
Brookfield Public Securities Group Holdings LLC, /s/ Brian Hourihan, Regulatory Counsel and Chief Compliance Officer
2022-02-09
Brookfield US Inc., /s/ Kathy Sarpash, Secretary
2022-02-09
Brookfield Multi-Strategy Fund GP LLC, /s/ Bryan Gallagher, Legal Counsel
2022-02-09
Brookfield US Holdings Inc., /s/ Kathy Sarpash, Vice President and Secretary
2022-02-09
Brookfield Holdings Canada Inc., /s/ Kathy Sarpash, Vice-President and Secretary
2022-02-09
Brookfield Multi-Strategy Master Fund LP, /s/ Bryan Gallagher, Legal Counsel
2022-02-09