SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Fifth Street
Senior Floating Rate Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
31679F 10 1
(CUSIP
Number)
Leonard M. Tannenbaum
777 West Putnam Avenue, 3rd Floor
Greenwich, CT 06830
(203) 681-3600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 24, 2016
(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/A, 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
Section 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 persons 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, as amended (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).
This Schedule 13D/A constitutes (i) Amendment No. 3 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 and Amendment No. 2 filed on August 16, 2016, (ii) Amendment No. 2 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on
February 24, 2016, as amended by Amendment No. 1 filed on August 16, 2016 and (iii) Amendment No. 10 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, Amendment No. 8 filed on February 24, 2016 and Amendment No. 9 filed on August 16, 2016.
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1.
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Names of
Reporting Persons.
Leonard M. Tannenbaum
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF, AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
4,558,428.514
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8.
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Shared Voting Power
154,728
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9.
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Sole Dispositive Power
4,558,428.514
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10.
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Shared Dispositive Power
154,728
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,713,156.514
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
16.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Fifth Street Asset Management Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
154,728
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
154,728
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
154,728
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0.5%
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14.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names of
Reporting Persons.
Fifth Street Holdings L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
154,728
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
154,728
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
154,728
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0.5%
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14.
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Type of Reporting Person (See
Instructions)
PN
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This Schedule 13D/A constitutes (i) Amendment No. 3 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 and Amendment No. 2 filed on August 16, 2016, (ii) Amendment No. 2 to the Schedule 13D of Fifth Street
Holdings L.P. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on August 16, 2016 and (iii) Amendment No. 10 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, Amendment No. 8 filed on February 24, 2016 and Amendment No. 9 filed on August 16, 2016.
Item 2.
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Identity and Background
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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 and (iii) Fifth Street Holdings L.P., a Delaware limited partnership (FSH).
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. Tannenbaums 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
, which replaces the corresponding schedule attached to the Ninth Amended Schedule 13D on August 16, 2016.
During the last five years, none of Mr. Tannenbaum, FSAM, FSH, 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,
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.
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Source and Amount of Funds or Other Consideration
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Item 3 is amended by adding the
following:
The acquisitions by Mr. Tannenbaum of Shares reported in Item 5(c) were made using Mr. Tannenbaums
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.
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Interest in Securities of the Issuer
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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 Issuers Form 10-Q filed on August 9, 2016. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive
power, (i) 4,451,919.514 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.
(c)
Schedule B
sets forth all transactions with respect to Shares by Mr. Tannenbaum since the filing of the Ninth Amended Schedule 13D on August 16, 2016. Neither FSAM nor FSH have any transactions with respect to the Shares in the
last 60 days.
(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. Tannenbaums 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.
Schedule A
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Name
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Position at FSAM
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Business Address /
Address of
Employer
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Principal
Occupation or
Employment
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Name and
Principal
Business of
Employer
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Beneficial
Ownership
of Shares
1
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Leonard M. Tannenbaum
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Chairman of the Board and Chief Executive Officer
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777 West
Putnam Avenue,
3rd Floor
Greenwich, CT
06830
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N/A
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N/A
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See Item 5
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Bernard D. Berman
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Co-President and Chief Compliance Officer
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777 West
Putnam Avenue,
3rd Floor
Greenwich, CT
06830
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N/A
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N/A
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83,500
Shares
0.3%
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Todd G. Owens
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Co-President
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777 West
Putnam Avenue,
3rd Floor
Greenwich, CT
06830
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N/A
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N/A
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35,000
Shares
<0.1%
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Alexander C. Frank
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Chief Operating Officer, Chief Financial Officer and Director
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777 West
Putnam Avenue,
3rd Floor
Greenwich, CT
06830
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N/A
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N/A
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3,000
Shares
<0.1%
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Ivelin M. Dimitrov
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Chief Investment Officer
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777 West
Putnam Avenue,
3rd Floor
Greenwich, CT
06830
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N/A
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N/A
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17,867
Shares
<0.1%
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James F. Velgot
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Chief of Staff and Director
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777 West
Putnam Avenue,
3rd Floor
Greenwich, CT
06830
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N/A
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N/A
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None
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Thomas H. Brandt
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Director
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87 Main Street
New Haven, CT
06840
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Co-Owner and
Director
of Real Estate
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College Street
Foods, LLC, a
restaurant
business
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None
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Thomas L. Harrison
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Director
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437 Madison
Avenue
New York, NY
10022
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Chairman
Emeritus
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Diversified
Agency
Services, a
division of
Omnicom Group
Inc., a marketing
communications
services
company
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None
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Michael Arthur
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Director
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437 South
Bristol Ave.
Los Angeles, CA
90049
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Owner
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Michael Arthur
& Associates, a
consulting firm
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None
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Nathaniel August
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Director
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645 Madison
Avenue
14th Floor
New York, NY
10022
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President and
Portfolio
Manager
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Mangrove
Partners, an
investment
manager
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883,753
Shares
3.0%
2
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(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 has 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.
Schedule B
Except as otherwise noted below, all transactions were purchases of Shares effected in the open market, and the price per share excludes commissions paid.
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Name
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Date of Transaction
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Amount of Securities
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Price per Share
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Mr. Tannenbaum
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August 18, 2016
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35,879
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$8.4878
(1)
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Mr. Tannenbaum
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August 19, 2016
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35,879
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$8.5185
(2)
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Mr. Tannenbaum
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August 22, 2016
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11,599
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$8.5000
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Mr. Tannenbaum
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August 24, 2016
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400,098
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$8.6700
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(1) The price per share represents a weighted average price of purchases executed in multiple transactions with purchase
prices ranging from $8.40 to $8.55. The reporting persons undertake to provide full information regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
(2) The price per share represents a weighted average price of purchases executed in multiple transactions with purchase prices ranging from $8.47 and $8.55.
The reporting persons undertake to provide full information regarding the number of shares purchased at each separate price upon request by the staff of the Securities and Exchange Commission.
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 26, 2016
/s/
Leonard M. Tannenbaum
LEONARD M. TANNENBAUM
FIFTH STREET ASSET MANAGEMENT INC.
By:
/s/ Leonard M.
Tannenbaum
Name: Leonard M. Tannenbaum
Title: Chief Executive Officer
FIFTH STREET HOLDINGS, L.P.
By: Fifth Street Asset
Management Inc., its general partner
By:
/s/ Leonard M.
Tannenbaum
Name: Leonard M. Tannenbaum
Title: Chief Executive Officer
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