FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TANNENBAUM LEONARD M 		2. Issuer Name and Ticker or Trading Symbol

Fifth Street Finance Corp. [ FSC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O FIFTH STREET (FSC),, 777 WEST PUTNAM AVENUE, 3RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/28/2017
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/30/2017 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share                  1122281   (1) I   By LLC   (2)
Common Stock, par value $0.01 per share                  655850   (1) I   By Trust   (3)
Common Stock, par value $0.01 per share                  1050   (1) I   By Spouse  
Common Stock, par value $0.01 per share                  8399520   (1) I   By Partnership   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  These shares of Common Stock were omitted from the reporting person's Form 4 filed on March 30, 2017.
(2)  These shares of Common Stock are held by 777 West Putnam Avenue LLC, for which Mr. Tannenbaum holds a majority of the equity interest of the sole member. The Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest.
(3)  These shares of Common Stock are held by the Leonard M. Tannenbaum 2012 Trust for the benefit of certain members of the reporting person's family for which Bernard D. Berman is a trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.
(4)  These shares of Common Stock are held by Fifth Street Holdings L.P. ("FSH"), a Delaware limited partnership. Fifth Street Asset Management Inc. ("FSAM") is the general partner of FSH, and Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM. Mr. Tannenbaum is also the controlling stockholder of FSAM. Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of his pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TANNENBAUM LEONARD M
C/O FIFTH STREET (FSC),
777 WEST PUTNAM AVENUE, 3RD FLOOR
GREENWICH, CT 06830
X


Signatures
/s/ Kerry S. Acocella, as attorney-in-fact for Leonard M. Tannenbaum 4/6/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Fifth Street Finance (NASDAQ:FSC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Fifth Street Finance Charts.
Fifth Street Finance (NASDAQ:FSC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Fifth Street Finance Charts.