Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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CUSIP No. 83413U100
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael S.
Gross
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
225,394
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6
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SHARED VOTING POWER
2,208,261
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7
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SOLE DISPOSITIVE POWER
225,394
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8
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SHARED DISPOSITIVE POWER
2,208,261
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,433,655
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
5.8%**
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12
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TYPE OF REPORTING PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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2
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CUSIP No. 83413U100
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce J.
Spohler
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
14,000
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6
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SHARED VOTING POWER
2,208,261
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7
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SOLE DISPOSITIVE POWER
14,000
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8
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SHARED DISPOSITIVE POWER
2,208,261
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,261
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
5.3%**
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12
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TYPE OF REPORTING PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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3
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CUSIP No. 83413U100
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Solar Capital
Investors, LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,285,013
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,285,013
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285,013
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
3.0%**
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12
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TYPE OF REPORTING PERSON*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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4
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CUSIP No. 83413U100
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Solar Capital
Investors II, LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
715,000
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
715,000
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,000
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
1.7%**
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12
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TYPE OF REPORTING PERSON*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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5
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CUSIP No. 83413U100
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2013 Grantor
Retained Annuity Trust
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
New
York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
20,000
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
20,000
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
Less Than 0.1%**
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12
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TYPE OF REPORTING PERSON*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT.
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6
Introductory Note for Schedule 13G
This Amendment No. 5 to the Schedule 13G (this Amendment No. 5) is being filed to update the
information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on February 17, 2015 (the Original Schedule 13G), the information set forth in Amendment No. 1 to the Original Schedule
13G filed with the Securities and Exchange Commission on November 16, 2015 (the Amendment No. 1), the information set forth in Amendment No. 2 to the Original Schedule 13G filed with the Securities and
Exchange Commission on February 5, 2016 (the Amendment No. 2), and the information set forth in Amendment No. 3 to the Original Schedule 13G filed with the Securities and Exchange Commission on
February 9, 2017 (the Amendment No. 3), and the information set forth in Amendment No. 4 to the Original Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018 (the
Amendment No. 4 and collectively with the Original Schedule 13G and the Amendment No. 1, the Amendment No. 2 and the Amendment No. 3 the Schedule 13G). This Amendment No. 5
is filed on behalf of Mr. Michael S. Gross; Mr. Bruce J. Spohler; Solar Capital Investors, LLC, a Delaware limited liability company (Solar I); Solar Capital Investors II, LLC, a Delaware limited liability
company (Solar II); and the 2013 Grantor Retained Annuity Trust setup by and for Mr. Gross and for which he acts as sole trustee (the GRAT) to report their beneficial ownership of common stock, par value
$0.01 per share (the Common Stock) of Solar Capital, Ltd., a Maryland corporation (the Issuer).
This Schedule 13G, as amended by Amendment No. 5, relates to Common Stock of the Issuer purchased by Mr. Gross directly in his
personal accounts and by Mr. Gross indirectly through Solar I, Solar II, the GRAT, a profit sharing plan in which Mr. Gross is the sole participant (the Profit Sharing Plan) and Solar Capital Partners Employee Stock
Plan, LLC (the SCP Plan), which is controlled by Solar Capital Partners, LLC (Solar Partners). This Schedule 13G, as amended by Amendment No. 5, also relates to the Common Stock of the Issuer purchased by
Mr. Spohler directly in his personal accounts and indirectly through Solar I, Solar II and the SCP Plan. Mr. Gross and Mr. Spohler are controlling members of Solar I, Solar II and Solar Partners. Solar Partners is the controlling
member of the SCP Plan, and thus, Mr. Gross and Mr. Spohler direct the control of the SCP Plan through Solar Partners. Mr. Gross serves as the sole trustee of the GRAT and, as a result, has sole power to direct the vote and
disposition of those shares of Common Stock held by the GRAT. Mr. Gross is the sole participant in the Profit Sharing Plan, and thus, has sole power to direct the vote and disposition of those shares of Common Stock held by the Profit Sharing
Plan. Mr. Gross, as beneficial owner of the shares held directly in his personal accounts and indirectly by Solar I, Solar II, the GRAT, the Profit Sharing Plan and the SCP Plan, may direct the vote and disposition of 2,433,655 shares of Common
Stock. Mr. Spohler, as the beneficial owner of shares held directly in his personal accounts and indirectly by Solar I, Solar II and the SCP Plan, may direct the vote and disposition of 2,222,261 shares of Common Stock. Of the above shares,
Solar I holds 1,285,013 shares of Common Stock and may direct the vote and disposition of those shares. Solar II holds 715,000 shares of Common Stock and may direct the vote and disposition of those shares. The GRAT holds 20,000 shares of Common
Stock and may direct the vote and disposition of those shares. Messrs. Gross and Spohler, as the controlling members of Solar Partners, are deemed to indirectly beneficially own the 208,248 shares of Common Stock held by the SCP Plan.
Mr. Gross, as the sole participant in the Profit Sharing Plan, is deemed to directly beneficially own the 39,500 shares of Common Stock held by the Profit Sharing Plan. The Schedule 13G is hereby amended and restated to read as follows:
Item 1(a)
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Name of Issuer.
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Solar Capital Ltd.
7
Item 1(b)
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Address of Issuers Principal Executive Offices.
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500 Park Avenue
New York, NY
10022
Item 2(a)
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Name of Person Filing.
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Mr. Michael S. Gross, Mr. Bruce J. Spohler, Solar Capital Investors, LLC (Solar I), Solar Capital
Investors II, LLC (Solar II) and the 2013 Grantor Retained Annuity Trust (GRAT).
Item 2(b)
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Address of Principal Business Office for All Reporting Persons.
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500 Park Avenue
New York, NY
10022
Item 2(c)
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Citizenship or Place of Organization.
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Each of Mr. Gross and Mr. Spohler is a United States citizen. Each of Solar I and Solar II is a limited liability company
organized under the laws of the State of Delaware. The GRAT is a trust organized under the laws of the State of New York.
Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.01 per share (the Common Stock).
83413U100.
Not Applicable.
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(a)
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Mr. Gross is the beneficial owner of 2,433,655 shares of Common Stock. Mr. Spohler is the beneficial
owner of 2,222,261 shares of Common Stock. Solar I is the beneficial owner of 1,285,013 shares of Common Stock. Solar II is the beneficial owner of 715,000 shares of Common Stock. The GRAT is the beneficial owner of 20,000 shares of Common Stock.
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(b)
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Mr. Gross is the beneficial owner of 5.8% of the outstanding Common Stock, and Mr. Spohler is the
beneficial owner of 5.3% of the outstanding Common Stock. Solar I is the beneficial owner of 3.0% of the outstanding Common Stock, and Solar II is the beneficial owner of 1.7% of the outstanding Common Stock. The GRAT is the beneficial owner of less
than 0.1% of the outstanding Common Stock.
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(c)
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(i) Mr. Gross has sole voting and dispositive power with respect to 225,394 shares of Common Stock through
his personal accounts, as the sole trustee of the GRAT and the sole participant in the Profit Sharing Plan. Mr. Gross, as a controlling member of Solar I, Solar II and Solar Partners (and thus controlling the SCP Plan), has shared voting and
dispositive power with respect to 2,208,261 shares of Common Stock, which are held by Solar I, Solar II and the SCP Plan.
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(ii) Mr. Spohler has sole voting and dispositive power with respect to 14,000 shares of Common Stock through his personal accounts.
As a controlling member of Solar I, Solar II and Solar Partners (and thus controlling the SCP Plan), Mr. Spohler has shared voting and dispositive power with respect to 2,208,261 shares of Common Stock, which are held by Solar I, Solar II
and the SCP Plan.
(iii) As holder of the shares, Solar I has sole voting and dispositive power with respect to 1,285,013 shares of Common
Stock.
(iv) As holder of the shares, Solar II has sole voting and dispositive power with respect to 715,000 shares of Common Stock.
(v) As holder of the shares, the GRAT has sole voting and dispositive power with respect to 20,000 shares of Common Stock.
Item 5
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not Applicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the
Parent Holding Company.
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Not Applicable.
Item 8
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Identification and Classification of Members of the Group.
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Not Applicable.
9
Item 9
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Notice of Dissolution of Group.
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Not Applicable.
Not Applicable.
10
SIGNATURE
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: February 10, 2020
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/s/ Michael S. Gross
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Michael S. Gross
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/s/ Bruce J. Spohler
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Bruce J. Spohler
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SOLAR CAPITAL INVESTORS, LLC
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By:
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/s/ Michael S. Gross
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Michael S. Gross
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Managing Member
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SOLAR CAPITAL INVESTORS II, LLC
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By:
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/s/ Michael S. Gross
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Michael S. Gross
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Managing Member
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2013 GRANTOR RETAINED ANNUITY TRUST
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By:
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/s/ Michael S. Gross
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Michael S. Gross
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Trustee
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11