FS Specialty Lending Fund (FSEN) Form 3 Titan Energy / Gerald Stahlecker ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

FS Investment Corp II

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2016

3. Issuer Name and Ticker or Trading Symbol
Titan Energy, LLC [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	29,318	I	(See Footnotes)(1)(3)(11)(12)(13)(14)
Common Shares	116,545	I	(See Footnotes)(2)(4)(11)(12)(13)(14)
Common Shares	468,497	I	(See Footnotes)(5)(10)(12)(13)(14)
Common Shares	87,000	I	(See Footnotes)(6)(10)(12)(13)(14)
Common Shares	134,000	I	(See Footnotes)(7)(10)(12)(13)(14)
Common Shares	66,040	I	(See Footnotes)(8)(10)(12)(13)(14)
Common Shares	72,739	I	(See Footnotes)(9)(10)(12)(13)(14)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

FS Investment Corp II

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FSIC II Advisor, LLC

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FS Investment Advisor, LLC

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Forman Michael C.

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stahlecker Gerald

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Klehr Zachary

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coleman Sean K

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FS Energy & Power Fund

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foxfields Funding LLC

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cobbs Creek LLC

(Last) (First) (Middle)

201 ROUSE BOULEVARD

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

Explanation of Responses:

1. Blackstone / GSO Strategic Credit Fund directly holds these common shares representing limited liability company interests of Titan Energy, LLC ("Common Shares").

2. GSO Energy Market Opportunities Fund LP directly holds these Common Shares (together with Blackstone / GSO Strategic Credit Fund, the "GSO Funds").

3. GSO / Blackstone Debt Funds Management LLC is the investment adviser of Blackstone / GSO Strategic Credit Fund. GSO Capital Partners LP is the managing manager of GSO / Blackstone Debt Funds Management LLC. GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.

4. GSO Energy Market Opportunities Associates LLC is the general partner of GSO Energy Market Opportunities Fund LP. GSO Holdings I L.L.C. is the managing member of GSO Energy Market Opportunities Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Energy Market Opportunities Associates LLC.

5. FS Energy and Power Fund ("FSEP") directly holds these Common Shares. Does not include the Common Shares directly held by Foxfields Funding LLC, FSEP's wholly-owned subsidiary.

6. Foxfields Funding LLC directly holds these Common Shares. FSEP is the sole member of Foxfields Funding LLC.

7. FS Investment Corporation II ("FSIC II") directly holds these Common Shares. Does not include the Common Shares directly held by Cobbs Creek LLC, FSIC II's wholly-owned subsidiary.

8. Cobbs Creek LLC directly holds these Common Shares. FSIC II is the sole member of Cobbs Creek LLC.

9. FS Investment Corporation III ("FSIC III") directly holds these Common Shares (together with FSEP, Foxfields Funding LLC, FSIC II and Cobbs Creek LLC, the "FS Funds").

10. FSIC II Advisor, LLC, FSIC III Advisor, LLC and FS Investment Advisor, LLC are the investment advisers of FSIC II, FSIC III and FSEP, respectively, and in that respect hold discretionary investment authority for them. FSIC II is the sole member of Cobbs Creek LLC. FSEP is the sole member of Foxfields Funding LLC. In addition, each of Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman may be deemed to have shared voting, investment and/or dispositive power with respect to the Common Shares held by FSEP, FSIC II and FSIC III.

11. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the Common Shares held by the GSO Funds.

12. Due to the limitations of the electronic filing system FSIC III, FSIC III Advisor, LLC, Blackstone/GSO Strategic Credit Fund, GSO/Blackstone Debt Funds Management LLC, GSO Energy Market Opportunities Fund LP, GSO Energy Market Opportunities Associates LLC, GSO Holdings I L.L.C., The Blackstone Group L.P., GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., Blackstone Group Management L.L.C., GSO Capital Partners LP, Bennett J. Goodman, J. Albert Smith III and Stephen A. Schwarzman are filing separate Forms 3.

13. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

14. Each of the Reporting Persons disclaims beneficial ownership of the shares held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold Common Shares) states that 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.

Remarks:

	FSIC II Advisor, LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer	09/12/2016
	FS Investment Advisor, LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer	09/12/2016
	/s/ Michael C. Forman	09/12/2016
	/s/ Gerald F. Stahlecker	09/12/2016
	/s/ Zachary Klehr	09/12/2016
	/s/ Sean Coleman	09/12/2016
	FS Energy and Power Fund, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer	09/12/2016
	Foxfields Funding LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: President	09/12/2016
	FS Investment Corporation II, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer	09/12/2016
	Cobbs Creek LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: President	09/12/2016
	** Signature of Reporting Person	Date
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