Amended Statement of Beneficial Ownership (sc 13d/a)
September 14 2016 - 4:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of
1934
(Amendment No. 12)*†
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
13, 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.
5 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, Amendment No. 3 filed on August 26, 2016 and Amendment No.
4 filed on September 8, 2016, (ii) Amendment No. 4 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, Amendment No. 2 filed on August 26, 2016 and Amendment No. 3
filed on September 8, 2016 and (iii) Amendment No. 12 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, Amendment No. 10 filed on August 26, 2016 and Amendment No. 11 filed on September 8, 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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¨
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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
4,558,429.622
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8.
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Shared Voting Power
1,381,752
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9.
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Sole Dispositive Power
4,558,429.622
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10.
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Shared Dispositive Power
1,381,752
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,940,181.622
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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)
20.2
%
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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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¨
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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
1,381,752
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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
1,381,752
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,381,752
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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)
4.7%
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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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¨
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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
1,381,752
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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
1,381,752
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,381,752
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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)
4.7%
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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. 5 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, Amendment No. 3 filed on August 26, 2016 and Amendment No. 4 filed on September
8, 2016, (ii) Amendment No. 4 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, Amendment No. 2 filed on August 26, 2016 and Amendment No. 3 filed on September 8,
2016 and (iii) Amendment No. 12 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, Amendment
No. 10 filed on August 26, 2016 and Amendment No. 11 filed on September 8, 2016.
Item 2.
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Identity and Background
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Item 2 is amended by adding the following:
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 Tenth Amended Schedule 13D on August 26, 2016.
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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 acquisition by FSH reported in Item
5(c) was made using FSH’s working capital.
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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 each 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) 4,451,920.622 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 1,381,752 Shares over which Mr. Tannenbaum has shared voting and dispositive power are directly held by FSH. The 1,381,752
Shares over which FSAM has shared voting and dispositive power are directly held by FSH.
(c) On September 13, 2016, FSH purchased 865,868 Shares,
at a price of $8.52 per Share, from The Mangrove Partners Master Fund, Ltd. (the “Master Fund”). Nathanial August,
a director of FSAM, may be deemed to beneficially own Shares held by the Master Fund by virtue of his relationship with the Master
Fund. On August 31, 2016, Mr. Tannenbaum acquired 1.108 Shares at a price of $8.8952 per share pursuant to Mr. Tannenbaum's participation in the Issuer's dividend reinvestment plan.
(d) FSH has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, 1,381,752 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.
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Schedule A
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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3,000
Shares
<0.1%
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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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None
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(1) Unless otherwise noted, each person has sole voting power
and sole dispositive power over the Shares.
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 14, 2016
/s/
Leonard M. Tannenbaum
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LEONARD M. TANNENBAUM
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FIFTH STREET ASSET MANAGEMENT INC.
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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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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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