Current Report Filing (8-k)
July 21 2021 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2021
Portman Ridge Finance Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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814-00735
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20-5951150
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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650 Madison Avenue, 23rd Floor
New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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(Registrants telephone number, including area code): (212)
891-2880
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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PTMN
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The NASDAQ Global Select
Market
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6.125% Notes due 2022
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HCAPZ
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The NASDAQ Global Select
Market
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 20, 2021, the Board of Directors (the Board) of Portman Ridge Finance Corporation, a Delaware corporation (the
Company), adopted and approved, effective that date, the Third Amended and Restated Bylaws of the Company (the Bylaws). The Bylaws include, among other things, the following amendments:
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Article V, Section 3 (Lost Certificates) has been amended to clarify certain matters pertaining to the
issuance of uncertificated shares to replace certificates issued by the Corporation alleged to have been lost, stolen, or destroyed; and
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Article V, Section 4 (Transfers of Stock) has been amended to clarify certain matters pertaining to the
transfer of uncertificated shares.
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The foregoing description is qualified in its entirety by the Bylaws which are attached hereto as
Exhibit 3.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PORTMAN RIDGE FINANCE CORPORATION
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By:
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/s/ Jason T. Roos
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Name:
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Jason T. Roos
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Title:
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Chief Financial Officer
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Date: July 21, 2021
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