Statement of Changes in Beneficial Ownership (4)
June 02 2020 - 04:50PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Forman Michael
C. |
2. Issuer Name and Ticker or Trading
Symbol FS KKR Capital Corp [ FSK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O FS KKR CAPITAL CORP., 201 ROUSE BOULEVARD |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/29/2020
|
(Street)
PHILADELPHIA, PA 19112
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
5/29/2020 |
|
S(1)(5) |
|
445359 (6) |
D |
$3.6378 |
0 |
I |
By Trust |
Common Stock |
|
|
|
|
|
|
|
197998 (2) |
I |
By MCFDA SCV LLC (3) |
Common Stock |
|
|
|
|
|
|
|
924609 (2) |
I |
By FSH Seed Capital Vehicle I
LLC (4) |
Common Stock |
|
|
|
|
|
|
|
17376.773 (2) |
I |
By Spouse |
Common Stock |
|
|
|
|
|
|
|
4368.075 (2) |
I |
By Trust FBO Minor Children |
Common Stock |
|
|
|
|
|
|
|
15416.293 (2) |
I |
In 401(k) account |
Common Stock |
|
|
|
|
|
|
|
10559.057 (2) |
I |
In IRA account |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
The sales were effected in
multiple transactions at prices ranging from $3.635 to $3.65,
inclusive. The price reported in Column 4 is the weighted average
price. The reporting person undertakes to provide, upon request,
full information regarding the number of shares purchased in each
transaction. The reporting person disclaims beneficial ownership of
any shares held by The 2011 Forman Investment Trust that exceed his
pecuniary interest therein, and the inclusion of these shares in
this report shall not be deemed an admission of beneficial
ownership of all of the reported shares for purposes of Section 16
or for any other purpose. |
(2) |
Includes shares received
through stock distributions and shares received on account of
reinvested distributions. |
(3) |
MCFDA SCV LLC is a
wholly-owned special purpose financing vehicle of which The 2011
Forman Investment Trust is a member and the reporting person is the
manager. The reporting person disclaims beneficial ownership of any
shares held by The 2011 Forman Investment Trust and MCFDA SCV LLC
that exceed his pecuniary interest therein, and the inclusion of
these shares in this report shall not be deemed an admission of
beneficial ownership of all of the reported shares for purposes of
Section 16 or for any other purpose. |
(4) |
FSH Seed Capital Vehicle I
LLC is a wholly-owned special purpose financing subsidiary of
Franklin Square Holdings, L.P. The reporting person disclaims
beneficial ownership of any shares held by Franklin Square
Holdings, L.P. and FSH Seed Capital Vehicle I LLC that exceed his
pecuniary interest therein, and the inclusion of these shares in
this report shall not be deemed an admission of beneficial
ownership of all of the reported shares for purposes of Section 16
or for any other purpose. |
(5) |
The reported transaction
involves a disposition of 445,359 shares of the issuer by The 2011
Forman Investment Trust to facilitate a re-investment of proceeds
from such disposition into the equity interests of an investment
fund that will invest from time to time in shares of the issuer, as
previously disclosed by the issuer on May 27, 2020. Neither the
reporting person nor The 2011 Forman Investment Trust exercises
investment or voting control over the fund. |
(6) |
Total number of shares
reported as sold by The 2011 Forman Investment Trust include 44,457
shares that were previously reported as acquired by The 2011 Forman
Investment Trust on December 4, 2014, but were not subsequently
included in the aggregate number of shares beneficially owned by
The 2011 Forman Investment Trust. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Forman Michael C.
C/O FS KKR CAPITAL CORP.
201 ROUSE BOULEVARD
PHILADELPHIA, PA 19112 |
X |
|
Chief Executive Officer |
|
Signatures
|
/s/ Stephen S. Sypherd,
Attorney-in-Fact |
|
6/2/2020 |
**Signature of
Reporting Person |
Date |