Current Report Filing (8-k)

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)

Delaware

814-00735

20-5951150

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

650 Madison Avenue, 23rd Floor

New York, New York

10022

(Address of principal executive offices)

(Zip Code)

(Registrant’s 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PTMN	The NASDAQ Global Select Market
6.125% Notes due 2022	HCAPZ	The NASDAQ Global Select Market

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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:

•

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

•

Article V, Section 4 (Transfers of Stock) has been amended to clarify certain matters pertaining to the transfer of uncertificated shares.

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

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Third Amended and Restated Bylaws of Portman Ridge Finance Corporation, dated as of July 20, 2021

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.