SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Runway Growth Finance Corp. [ RWAY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/30/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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, par value $0.01 per share | 12/30/2021 | P | 20,000 | A | $13.3521 | 19,939,829(1)(7) | D(2)(3)(4)(5)(6) | |||
Common Stock, par value $0.01 per share | 12/31/2021 | P | 21,900 | A | $13.1317 | 19,961,729(7) | D(2)(3)(4)(5)(6) | |||
Common Stock, par value $0.01 per share | 01/04/2022 | P | 17,482 | A | $12.9415 | 19,979,211(7) | D(2)(3)(4)(5)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Includes shares acquired pursuant to the issuer's dividend reinvestment plan. |
2. OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 14,933,309.96 shares of the common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer"). This Form 4 is being filed by (i) Oaktree Fund GP, LLC, a Delaware LLC ("GP LLC"), in its capacity as manager of OCMGH, (ii) Oaktree GP I, L.P., a Delaware limited partnership ("GP I LLC"), in its capacity as managing member of GP LLC, (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I, (iv) OCM Holdings I, LLC, a Delaware LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC, a Delaware LLC ("Holdings"), |
3. (Continued from Footnote 2) in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG; (viii) Brookfield Asset Management Inc., a Canadian corporation ("BAM"), in its capacity as the indirect owner of the class A units of OCG; and (ix) BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BAM.. |
4. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. |
5. OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4. |
6. The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors. |
7. This transaction was effected pursuant to a Rule 10b-5 plan adopted by the Reporting Persons |
Remarks: |
OCM Growth Holdings, LLC, By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Oaktree Fund GP, LLC, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Oaktree Fund GP I, L.P., /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Oaktree Capital I, L.P., /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
OCM Holdings I, LLC, /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Oaktree Holdings, LLC, /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Oaktree Capital Group, LLC, By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Oaktree Capital Group Holdings, L.P., By: Oaktree Capital Group Holdings GP, LLC Its: General Partner, /s/ Henry Orren, Senior Vice President | 01/04/2022 | |
Brookfield Asset Management, /s/ Kathy Sarpash, Senior Vice President, Legal & Regulatory | 01/04/2022 | |
BAM Partners Trust, /s/ Kathy Sarpash, Secretary | 01/04/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |