0001144204-15-018464.txt : 20150326 0001144204-15-018464.hdr.sgml : 20150326 20150325191021 ACCESSION NUMBER: 0001144204-15-018464 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150326 DATE AS OF CHANGE: 20150325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Garrison Capital Inc. CENTRAL INDEX KEY: 0001509892 IRS NUMBER: 900900145 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87375 FILM NUMBER: 15725867 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212 372 9500 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: Garrison Capital LLC DATE OF NAME CHANGE: 20110110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tansey Joseph Bertrand CENTRAL INDEX KEY: 0001523389 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O GARRISON INVESTMENT GROUP STREET 2: 1290 AVENUE OF THE AMERICAS, SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10104 SC 13D/A 1 v405577_sc13da.htm FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

GARRISON CAPITAL INC.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

366554 103

(CUSIP Number)

Joseph Tansey

c/o Garrison Capital Inc.

1290 Avenue of the Americas, Suite 914

New York, NY 10104

(212) 372-9590

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 19, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 366554 103
1	NAMES OF REPORTING PERSONS Joseph Tansey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 28,956
		8	SHARED VOTING POWER 67,202
		9	SOLE DISPOSITIVE POWER 9,824
		10	SHARED DISPOSITIVE POWER 1,014,382
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,024,206
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON (See Instructions) IN

This Amendment No. 5 (“Amendment No. 5”) supplementally amends the initial statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2013 (as amended on May 8, 2014, June 13, 2014, July 23, 2014 and August 19, 2014, the “Schedule 13D”), by Mr. Joseph Tansey. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Schedule 13D. This Amendment No. 5 is filed by Mr. Joseph Tansey in accordance with Rule 13d-2 under the Securities Exchange Act of 1934, as amended, and it shall refer only to the information that has materially changed since the filing of the Schedule 13D.

Item 1.

Security and Issuer.

This Amendment No. 5 relates to the Common Shares of Garrison Capital Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

Item 2.

Identity and Background.

(b) The business address of Mr. Tansey is c/o Garrison Capital Inc., 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

(c) Mr. Tansey is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer and also serves as a member of the investment committee of the Issuer. In addition, Mr. Tansey also serves as President of Garrison Investment Group LP (“Garrison Investment Group”). The address of the principal executive offices of Garrison Investment Group and the Issuer is 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

Item 5.

Interest in Securities of the Issuer.

Immediately following the transactions described herein, Mr. Tansey may be deemed to be the beneficial owner of 1,024,206 shares of Common Stock, representing 6.1% of the total issued and outstanding shares of Common Stock. All percentages set forth in this statement on Schedule 13D are based upon the 16,758,779 shares of Common Stock issued and outstanding as of March 20, 2015.

On March 19, 2015, GSOF LLC, GSOF-SP LLC, GSOF-SP II LLC, GSOF-SP DB LLC, GCOH SubCo 2014-1 LLC and GSOIF Corporate Loan Pools Ltd., each of which is directly or indirectly advised by Garrison Investment Group or one of its affiliates, agreed to sell 67,386, 120,328, 63,455, 105,200, 487,161 and 41,460 shares of Common Stock, respectively, at a price of $14.62 per share, pursuant to an underwriting agreement, dated March 19, 2015, with the Issuer, Garrison Capital Advisers LLC, a Delaware limited liability company, Garrison Capital Administrator LLC, a Delaware limited liability company, and Robert W. Baird & Co., Incorporated, as representative of the underwriters. Garrison Investment Group has no pecuniary interest in these shares of Common Stock.

On March 23, 2015, GSOF LLC, GSOF-SP LLC, GSOF-SP II LLC, GSOF-SP DB LLC, GCOH SubCo 2014-1 LLC and GSOIF Corporate Loan Pools Ltd. sold 9,518, 16,996, 8,963, 14,859, 68,808 and 5,856 shares of Common Stock, respectively, at a price of $14.62 per share, pursuant to a purchase agreement, dated March 23, 2015, with certain institutional investors. Garrison Investment Group has no pecuniary interest in these shares of Common Stock.

Mr. Tansey indirectly beneficially owns 67,602 shares of Common Stock through investments in Garrison Capital Advisers Holdings MM LLC, which directly owns 67,602 shares of Common Stock. Due to his control and ownership interest in Garrison Capital Advisers Holdings MM LLC, Mr. Tansey may be viewed as having shared voting power and shared dispositive power over all of the 67,602 shares of Common Stock owned directly by Garrison Capital Advisers Holdings MM LLC.

Mr. Tansey also indirectly beneficially owns 19,132 shares of Common Stock through investments in GSOF 2014 LLC and GCOH SubCo 2014-2 LLC, which directly own 7,750 and 11,382 shares of Common Stock, respectively. Mr. Tansey has sole voting power over these 19,132 shares of Common Stock, as the voting rights to the Common Stock owned by each entity have been passed through to the members or limited partners of each entity.

Mr. Tansey directly beneficially owns 9,824 shares of Common Stock.

Mr. Tansey is a control person of Garrison Investment Group and its affiliates. Garrison Investment Group or one of its affiliates serves as investment adviser, directly or indirectly, to GSOF 2014 LLC, GSOF-SP 2014 LLC, GSOF-SP II 2014 LLC, GCOH SubCo 2014-2 LLC, Garrison Capital Fairchild I Ltd. and Garrison Capital Fairchild II Ltd., which directly own 7,750, 4,079, 1,261, 11,382, 340,801 and 581,907 shares of Common Stock, respectively, after the transactions described above. After the transactions described above, Garrison Investment Group’s beneficial ownership of 947,180 shares of Common Stock is comprised of its indirect beneficial ownership of the 947,180 shares of Common Stock owned directly by such entities. Each entity received shares of Common Stock in exchange for the limited liability company interests each entity owned in Garrison Capital LLC, the Issuer’s predecessor entity, upon the conversion of the Issuer from a Delaware limited liability company to a Delaware corporation on October 9, 2012. Garrison Investment Group and its affiliates may be viewed as having shared dispositive power over all of the 947,180 shares of Common Stock owned directly by such entities, although voting rights to the Common Stock have been passed through to the members or limited partners of each entity. Mr. Tansey disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2015

By:	/s/ Joseph Tansey
	Name:	Joseph Tansey