Statement of Changes in Beneficial Ownership (4)
June 09 2021 - 05:04PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction
1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Jolson
Joseph A |
2. Issuer Name and Ticker or Trading
Symbol Harvest Capital Credit Corp [ HCAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O HARVEST CAPITAL CREDIT CORPORATION, 450 PARK AVENUE,
5TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/9/2021
|
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
6/9/2021 |
|
D |
|
864273 |
D |
(1)(2) |
0 |
I |
By Jolson 1991 Trust (3) |
Common Stock |
6/9/2021 |
|
D |
|
30000 |
D |
(1)(2) |
0 |
D |
|
Common Stock |
6/9/2021 |
|
D |
|
35768 |
D |
(1)(2) |
0 |
I |
By Foundation (4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
On June 9, 2021, pursuant to
an Agreement and Plan of Merger dated as of December 23, 2020 (the
"Merger Agreement"), Harvest Capital Credit Corporation ("HCAP")
and Portman Ridge Finance Corporation ("PTMN") effected a merger
pursuant to which PTMN acquired all of the outstanding shares of
HCAP's common stock in a multi-step stock and cash transaction (the
"Merger"). Pursuant to the Merger Agreement, upon completion of the
Merger, each issued and outstanding share of HCAP common stock was
converted into the right to receive a pro rata portion, subject to
HCAP stockholder elections and the adjustment mechanisms set forth
in the Merger Agreement with respect to the PTMN Consideration (as
defined below), of (1) approximately $18.5 million in cash payable
by PTMN, (2) 15,252,453 validly issued, fully paid and
non-assessable shares of PTMN's common stock, par value $0.01 per
share (the "PTMN Stock Consideration" and, |
(2) |
continued from footnote 1:
together with the PTMN Cash Consideration, the "PTMN
Consideration") and (3) $2.15 million in cash payable by Sierra
Crest Investment Management LLC. |
(3) |
Reflects shares of common
stock held by the Joseph A. Jolson 1991 Trust, of which Mr. Jolson
is the trustee. |
(4) |
Reflects shares of common
stock held by The Jolson Family Foundation, of which Mr. Jolson is
President and Treasurer. Mr. Jolson disclaims beneficial ownership
of the shares. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Jolson Joseph A
C/O HARVEST CAPITAL CREDIT CORPORATION
450 PARK AVENUE, 5TH FLOOR
NEW YORK, NY 10022 |
X |
X |
Chief Executive Officer |
|
Signatures
|
/s/ WILLIAM E ALVAREZ, JR., ON BEHALF OF JOSEPH
A. JOLSON |
|
6/9/2021 |
**Signature of
Reporting Person |
Date |
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