FSFR Fifth Str SR Floating Rate Corp

This Schedule 13D/A constitutes (i) Amendment No. 2 to the Schedule 13D of Fifth Street Asset Management Inc. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on April 8, 2016, (ii) Amendment No. 1 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on February 24, 2016, (iii) Amendment No. 9 to the Schedule 13D of Leonard M. Tannenbaum originally filed on March 21, 2014, as amended by Amendment No. 1 filed on March 24, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on December 22, 2014, Amendment No. 4 filed on May 26, 2015, Amendment No. 5 filed on December 2, 2015, Amendment No. 6 filed on December 31, 2015, Amendment No. 7 filed on February 3, 2016 and Amendment No. 8 filed on February 24, 2016 and (iv) Amendment No. 1 to the Schedule 13D of Bernard D. Berman originally filed on February 24, 2016. Except as expressly set forth herein, there have been no changes in the information set forth in each reporting person’s previously filed Schedule 13D, as amended.

Item 2. Identity and Background

Item 2 is amended and restated as follows:

This Schedule 13D/A is being filed by (i) Leonard M. Tannenbaum, a citizen of the United States of America and the Chairman and Chief Executive Officer of Fifth Street Asset Management Inc., a Delaware corporation (“FSAM”), (ii) FSAM, (iii) Fifth Street Holdings L.P., a Delaware limited partnership (“FSH”) and (iv) Bernard D. Berman, a citizen of the United States and Co-President and Chief Compliance Officer of FSAM. Due to the dissolution of the possible group that existed between Mr. Berman, on the one hand, and (i) Mr. Tannenbaum and (ii) FSAM and FSH, on the other hand, Mr. Berman will no longer be a person subject to the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the Shares following the filing of this amendment.

FSAM and FSH are asset management firms with their principal business address at 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830. FSAM is the general partner of FSH. Mr. Tannenbaum’s and Mr. Berman’s business address is 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A .

During the last five years, none of Mr. Tannenbaum, FSAM, FSH, Mr. Berman or any person set forth in Schedule A has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Mr. Tannenbaum, FSAM, FSH, Mr. Berman or any person set forth in Schedule A , as the case may be, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended by adding the following:

Other than the acquisition of Shares pursuant to Mr. Tannenbaum’s participation in the Issuer’s dividend reinvestment plan, the acquisitions by Mr. Tannenbaum of Shares reported in Item 5(c) were made using Mr. Tannenbaum’s personal funds. Mr. Tannenbaum holds some of the acquired Shares in a margin account pursuant to a brokerage agreement. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin account borrowings used to purchase the acquired Shares. The positions held in the margin account are pledged as collateral for the repayment of credit for the account, and the collateral can be called upon default.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 29,466,768 outstanding Shares as of August 9, 2016, as reported in the Issuer’s Form 10-Q filed on August 9, 2016. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power, (i) 3,968,464.514 Shares are held by him directly; (ii) 95,634 Shares are held by the Leonard M. Tannenbaum Foundation (the “Foundation”), for which Mr. Tannenbaum serves as the President; and (iii) 10,875 Shares are held as custodian for his three children (in the amounts of 7,500 Shares, 2,000 Shares and 1,375 Shares). The 154,728 Shares over which Mr. Tannenbaum has shared voting and dispositive power are directly held by FSH. The 154,728 Shares over which FSAM has shared voting and dispositive power are directly held by FSH.

Mr. Berman directly holds all of the shares over which he has sole voting and dispositive power.

(c) On August 12, 2016, Mr. Tannenbaum purchased 1,000,000 Shares at a price of $8.4694 per share, which excludes brokerage commissions. On June 30, 2016 and July 29, 2016, Mr. Tannenbaum acquired 1.203 Shares and 1.154 Shares, respectively, at a price of $8.0516 per share and $8.4745 per share, respectively, pursuant to Mr. Tannenbaum’s participation in the Issuer’s dividend reinvestment plan.

(d) FSAM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 154,728 Shares beneficially owned by Mr. Tannenbaum and FSAM. The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 95,634 Shares beneficially owned by Mr. Tannenbaum. Mr. Tannenbaum’s children have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 10,875 Shares beneficially owned by Mr. Tannenbaum.

(e) Due to the dissolution of the possible group that existed between Mr. Berman, on the one hand, and (i) Mr. Tannenbaum and (ii) FSAM and FSH, on the other hand, Mr. Berman will no longer be a person subject to the reporting requirements of Section 13(d) of the Exchange Act with respect to the Shares following the filing of this amendment. Mr. Berman did not and does not beneficially own more than five percent of the Shares.

Schedule A

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.

(2) The Shares are held by The Mangrove Partners Master Fund, Ltd. (the “Master Fund”). Mr. August may be deemed to beneficially own these Shares by virtue of his relationship with the Master Fund. Mr. August, the Master Fund and their affiliates are not part of a group with either (i) Mr. Tannenbaum or (ii) FSAM and FSH, and have no obligation to act as a group with either (i) Mr. Tannenbaum or (ii) FSAM and FSH. Mr. August and the Master Fund act independently with respect to securities of the Issuer.

SIGNATURES

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: August 16, 2016