FSFR Fifth Str SR Floating Rate Corp

Names of Reporting Persons.

Leonard M. Tannenbaum

Percent of Class Represented by Amount in Row (11)

26.8%

Names of Reporting Persons.

Fifth Street Asset Management Inc.

Names of Reporting Persons.

Fifth Street Holdings L.P.

Item 3 is amended by adding the following:

It is anticipated that the Purchase (as defined in Item 4) would be financed through Mr. Tannenbaum’s personal funds, FSH’s working capital, borrowings by Mr. Tannenbaum and/or FSH or a combination thereof. The summary of the PSA (as defined in Item 4) and the Purchase in Item 4 is incorporated by reference in its entirety into this Item 3. Such summary is qualified in its entirety by reference to the complete text of the PSA, a copy of which is attached hereto as Exhibit 4 and is incorporated by reference in its entirety into this Item 3.

Item 4 is amended by adding the following:

On September 30, 2016, Mr. Tannenbaum and Fifth Street Holdings L.P. (“FSH”) entered into the Purchase and Settlement Agreement (the “PSA”) by and among (i) FSH, Leonard M. Tannenbaum (together with FSH, the “Buyers”), and (ii) Ironsides Partners LLC, Ironsides Partners Special Situations Master Fund II L.P. and Ironsides P Fund L.P. (collectively, this clause (ii), the “Sellers”).

On the terms and subject to the conditions of the PSA, the Buyers have agreed to purchase 1,942,641 Shares (as defined in the Tannenbaum Schedule 13D) of the Issuer (as defined in the Tannenbaum Schedule 13D) from the Sellers for a per-share purchase price of $9.00, without interest (the “Purchase”). The closing of the Purchase is contemplated to occur on November 30, 2016.

In the PSA, the Sellers agreed to observe certain standstill provisions in respect of the Issuer, Fifth Street Finance Corp. and Fifth Street Asset Management Inc. until the earlier of (i) certification of voting results with respect to each company’s 2018 annual meeting of stockholders, (ii) July 6, 2018 and (iii) the closing date, if the closing of the Purchase has not occurred on November 30, 2016 (other than by reason of the failure of the Sellers to deliver the Shares, free and clear of any liens, at the closing). On the basis of the foregoing agreements, the Reporting Persons may be deemed to have formed a “group,” as such term is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder, with the Sellers. Based on the representations of the Sellers in the PSA, the Reporting Persons believe that the members of such group would have aggregate beneficial ownership of 7,882,822.622 Shares.

In connection with the execution and delivery of the PSA, FSH and Mr. Tannenbaum have entered into an allocation and backstop agreement (the “Allocation and Backstop Agreement”) that provides that to the extent that FSH fails to purchase any or all of the Shares set forth under FSH’s name on Schedule I to the PSA (as may be amended), Mr. Tannenbaum shall purchase all such remaining Shares, provided that Sellers have delivered their Shares free and clear of liens pursuant to the PSA. The Allocation and Backstop Agreement also provides for mutual indemnification of the parties in connection with their obligations under the PSA and the Allocation and Backstop Agreement.

The summary of the PSA and the Purchase in this Item 4 is qualified in its entirety by reference to the complete text of the PSA, a copy of which is attached hereto as Exhibit 4 and is incorporated by reference in its entirety into this Item 4. The summary of the Allocation and Backstop Agreement in this Item 4 is qualified in its entirety by reference to the complete text of the Allocation and Backstop Agreement, a copy of which is attached hereto as Exhibit 4 and is incorporated by reference in its entirety into this Item 4.

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 for the quarterly period ended June 30, 2016. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power, (i) 5,098,819.622 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 2,677,494 Shares over which Mr. Tannenbaum has shared voting and dispositive power are directly held by FSH. The 2,677,494 Shares over which FSAM has shared voting and dispositive power are directly held by FSH.

(c) Not applicable, other than as disclosed in Item 4.

(d) FSH has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 2,677,494 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) Not applicable

Item 6 is amended by adding the following:

The summary of the PSA and the Purchase in Item 4 is incorporated by reference in its entirety into this Item 6. Such summary is qualified in its entirety by reference to the complete text of the PSA, a copy of which is attached hereto as Exhibit 4 and is incorporated by reference in its entirety into this Item 6. The summary of the Allocation and Backstop Agreement in Item 4 is incorporated by reference in its entirety into this Item 6. Such summary is qualified in its entirety by reference to the complete text of the Allocation and Backstop Agreement, a copy of which is attached hereto as Exhibit 5 and is incorporated by reference in its entirety into this Item 6.

Exhibit 4 Purchase and Settlement Agreement, dated as of September 30, 2016, by and among Fifth Street Holdings L.P., Leonard M. Tannenbaum, Ironsides Partners LLC, Ironsides Partners Special Situations Master Fund II L.P. and Ironsides P Fund L.P.

Exhibit 5 Allocation and Backstop Agreement, dated September 30, 2016, by and between Fifth Street Holdings L.P. and Leonard M. Tannenbaum