Statement of Changes in Beneficial Ownership (4)
June 02 2020 - 4:50PM
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
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3235-0287
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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
*
Forman Michael C. |
2. Issuer Name and Ticker or Trading Symbol
FS KKR Capital Corp
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FSK
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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) 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)
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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 | 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)
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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
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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 |
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Signatures
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/s/ Stephen S. Sypherd, Attorney-in-Fact | | 6/2/2020 |
**Signature of Reporting Person | Date |
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