| 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 FS Energy & Power Fund [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2018 | ||||||||||||||||||||||||||
| 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 Shares of Beneficial Interest | 12/21/2018 | S(1) | 164,545.456 | D | $6.58(1) | 164,545.456(1)(3) | I | By Franklin Square Holdings, L.P.(1) | ||
| Common Shares of Beneficial Interest | 12/21/2018 | P(1) | 164,545.456 | A | $6.58(1) | 164,545.456(1)(3) | I | By FSH Seed Capital Vehicle I LLC(1) | ||
| Common Shares of Beneficial Interest | 12/21/2018 | S(2) | 118,028.448 | D | $6.58(2) | 270,905.32(2)(3) | I | By FB Capital Partners, LP(2) | ||
| Common Shares of Beneficial Interest | 12/21/2018 | S(2) | 152,876.872 | D | $6.58(2) | 270,905.32(2)(3) | I | By The 2011 Forman Investment Trust(2) | ||
| Common Shares of Beneficial Interest | 12/21/2018 | P(2) | 270,905.32 | A | $6.58(2) | 270,905.32(2)(3) | I | By MCFDA SCV LLC(2) | ||
| Common Shares of Beneficial Interest | 9,595.029(3) | I | By Trust FBO Minor Children(4) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. In connection with a financing transaction, the Common Shares of Beneficial Interest were contributed by Franklin Square Holdings, L.P. to FSH Seed Capital Vehicle I LLC ("Newco"), a wholly-owned special purpose financing subsidiary of Franklin Square Holdings, L.P., in exchange for an interest in Newco, at a price equal to $6.58 per share. The reporting person disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P. and Newco 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. In connection with a financing transaction, the Common Shares of Beneficial Interest were contributed by each of The 2011 Forman Investment Trust and FB Capital Partners, LP to MCFDA SCV LLC ("SCV"), a special purpose financing vehicle of which each of The 2011 Forman Investment Trust and FB Capital Partners, LP is a member and the reporting person is the manager, in exchange for an interest in SCV, at a price equal to $6.58 per share. The reporting person disclaims beneficial ownership of any shares held by The 2011 Forman Investment Trust, FB Capital Partners, LP and SCV 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. |
| 3. Includes common shares purchased through FSEP's distribution reinvestment plan. |
| 4. These shares are directly owned by trusts created by Mr. Forman for the benefit of his minor children. Mr. Forman disclaims beneficial ownership of any shares held by these trusts that exceed his pecuniary interest therein |
| /s/ Stephen S. Sypherd, Attorney-in-Fact | 12/26/2018 | |
| ** 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. | ||
