SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 11)*†
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)
September 1, 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.
o
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 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, 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. 4
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, Amendment No. 2 filed on August 16, 2016 and Amendment No. 3 filed on August 26, 2016, (ii) Amendment No.
3 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 Amendment No. 2 filed on August 26, 2016 and (iii) Amendment No. 11 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,
Amendment No. 9 filed on August 16, 2016 and Amendment No. 10 filed on August 26, 2016.
CUSIP No.
31679F 10 1
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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)
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(a)
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o
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(b)
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þ
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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)
o
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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
515,884
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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
515,884
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,074,312.514
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
17.2
%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No.
31679F 10 1
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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)
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(a)
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o
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(b)
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þ
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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)
o
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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
515,884
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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
515,884
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
515,884
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
1.8%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No.
31679F 10 1
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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)
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(a)
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o
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(b)
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þ
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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)
o
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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
515,884
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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
515,884
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
515,884
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
1.8%
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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. 4 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, Amendment No. 2 filed on August 16, 2016 and Amendment No. 3 filed
on August 26, 2016, (ii) Amendment No. 3 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 Amendment No. 2 filed on August 26, 2016 and (iii) Amendment No. 11
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, Amendment No. 9 filed on August 16, 2016 and Amendment No. 10 filed on August 26, 2016
.
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 FSH reported in Item 5(c) were
made using FSH’s working capital and borrowings by FSH.
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 Issuer’s 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 515,884 Shares over which Mr. Tannenbaum has shared voting and dispositive power are directly held by FSH. The 515,884 Shares
over which FSAM has shared voting and dispositive power are directly held by FSH.
(c)
Schedule A
sets forth
all transactions with respect to Shares by Mr. Tannenbaum, FSAM and FSH since the filing of the Tenth Amended Schedule 13D on August
26, 2016.
(d) FSH has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, 515,884 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.
Schedule A
Except as otherwise noted below, all transactions were purchases
of Shares effected in the open market, and the price per share excludes commissions paid.
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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Fifth Street Holdings L.P.
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September 1, 2016
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250,000
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$
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8.9100
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Fifth Street Holdings L.P.
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September 2, 2016
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34,530
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$
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8.9094
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(1)
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Fifth Street Holdings L.P.
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September 6, 2016
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38,313
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$
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8.8899
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(2)
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Fifth Street Holdings L.P.
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September 7, 2016
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38,313
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$
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8.9183
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(3)
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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 $8.86 to $8.98. 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 $8.80 and $8.95. 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.
(3) The price per share represents a weighted average price
of purchases executed in multiple transactions with purchase prices ranging from $8.83 and $8.95. 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: September 7, 2016
/s/ Leonard M. Tannenbaum
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LEONARD M. TANNENBAUM
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FIFTH STREET ASSET MANAGEMENT INC.
By:
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/s/ Leonard M. Tannenbaum
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Name:
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Leonard M. Tannenbaum
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Title:
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Chief
Executive Officer
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FIFTH STREET HOLDINGS, L.P.
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By: Fifth Street Asset Management Inc., its general partner
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By:
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/s/ Leonard M. Tannenbaum
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Name:
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Leonard M. Tannenbaum
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Title:
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Chief Executive Officer
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