FSC Fifth Street Finance Corp

This Schedule 13D/A constitutes Amendment No. 9 to the Schedule 13D by Fifth Street Holdings L.P. on February 24, 2016, as amended on March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017 and October 4, 2017. This Schedule 13D/A also constitutes Amendment No. 11 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. on December 31, 2015, as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017 and October 4, 2017. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the reporting persons’ Schedules 13D as previously amended.

The second sentence of the second paragraph of Item 2 is amended and restated as follows:

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 .

Item 5 is amended and restated as follows:

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 140,960,651 outstanding shares of the Issuer’s common stock (“ Shares ”) as of August 8, 2017, as reported in the Issuer’s Form 10-Q as filed on August 9, 2017. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), Mr. Tannenbaum has shared voting and dispositive power with Oaktree over the following Shares: (i) 14,643,009.404 Shares held by Mr. Tannenbaum directly; (ii) 1,251,952 Shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; (iii) 1,122,281 Shares held by 777 West Putnam Avenue LLC, for which Mr. Tannenbaum holds a majority of the equity interest of the sole member, (iv) 655,850 Shares held directly by the Leonard M. Tannenbaum 2012 Trust (the “ Trust ”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (v) 7,961,721 Shares directly held by FSH.

On October 19, 2017, Mr. Tannenbaum sold 971,807 Shares pursuant to the Tannenbaum 10b5-1 Plan, and FSH sold 437,799 Shares pursuant to the Holdings 10b5-1 Plan. Such sales were executed in multiple transactions ranging from $5.55 to $5.60 for a weighted average price of $5.56 per share.

Schedule A

(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: October 25, 2017