Statement of Changes in Beneficial Ownership (4)
November 15 2017 - 10:51AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Alala Joseph B III
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2. Issuer Name
and
Ticker or Trading Symbol
Capitala Finance Corp.
[
CPTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O CAPITALA FINANCE CORP., 4201 CONGRESS STREET, SUITE 360
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/13/2017
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(Street)
CHARLOTTE, NC 28209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/13/2017
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P
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60000
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A
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$7.76
(1)
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425433.425
(5)
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I
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via Capitala Private Investments, LLC
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Common Stock
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11/14/2017
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P
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20000
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A
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$7.7794
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445433.425
(5)
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I
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via Capitala Private Investments, LLC
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Common Stock
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11/14/2017
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P
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9000
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A
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$7.7971
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454433.425
(5)
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I
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via Capitala Private Investments, LLC
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Common Stock
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9611
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D
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Common Stock
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100
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I
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via Child
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Common Stock
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100
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I
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via Child
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Common Stock
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21245.278
(5)
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I
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via Capitala Investment Advisors, LLC
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Common Stock
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5559.722
(5)
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I
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via Capitala Transaction Corp.
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Common Stock
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237739.425
(5)
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I
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via Capitala Restricted Shares I, LLC
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Common Stock
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972
(5)
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I
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via CapitalSouth Corporation
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Awards
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(3)
(4)
(5)
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(3)
(4)
(5)
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(3)
(4)
(5)
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Common Stock, par value $0.01 per share
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80204.425
(3)
(4)
(5)
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80204.425
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I
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Capitala Private Investments, LLC
(5)
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Awards
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(2)
(4)
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(2)
(4)
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(2)
(4)
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Common Stock, par value $0.01 per share
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237739.425
(2)
(4)
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237739.425
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I
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Capitala Restricted Shares I, LLC
(5)
(6)
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Explanation of Responses:
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(1)
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The price reported is the weighted average price. The shares were purchased in multiple transactions at prices ranging from $7.646 to $7.80. The reporting person undertakes to provide to the SEC, the issuer and any security holder, upon request, full information regarding the number of shares and the prices at which the shares were purchased.
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(2)
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Capitala Restricted Shares I, LLC ("CRS") previously granted Awards with respect to the 237,739.425 shares of Capitala Finance Corp.'s (the "Issuer") common stock held by CRS to certain of Capitala Investment Advisors, LLC's employees pursuant to CRS's 2015 Amended and Restated Equity Compensation Plan, dated September 18, 2015 (the "Plan"). The Plan was previously approved by the Issuer's Board of Directors. The remaining Awards under the Plan are scheduled to vest on September 25, 2018. Upon settlement, the remaining Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.
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(3)
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Capitala Private Investments, LLC ("CPI") holds Awards with respect to 80,204.425 shares of the Issuer's common stock held by CRS.
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(4)
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Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered investment company or business development company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
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(5)
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Mr. Alala disclaims beneficial ownership of any of the Issuer's shares directly held by CPI, CRS, Capitala Transaction Corp., CapitalSouth Corporation and Capitala Investment Advisors, LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Alala is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
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(6)
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This row reflects all of the Awards of CRS currently outstanding under the Plan. As CRS is controlled by Mr. Alala, this row is included to show the one-to-one relationship between the Awards issued under the Plan and CRS's ownership of shares of the common stock of the Issuer.
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Remarks:
Chairman of the Board of Directors, Chief Executive Officer and President
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Alala Joseph B III
C/O CAPITALA FINANCE CORP.
4201 CONGRESS STREET, SUITE 360
CHARLOTTE, NC 28209
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X
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See Remarks
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Signatures
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/s/ Richard G. Wheelahan, III, attorney-in-fact
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11/14/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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