Brookfield US Form 4 Change in insider ownership

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^*

OCM Growth Holdings LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Runway Growth Finance Corp. [ RWAY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
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	03/01/2022		P		15,359	A	$13.3545	20,765,158(1)(8)	D(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

OCM Growth Holdings LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Holdings Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. P.O. BOX 762

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Holdings Canada Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. P.O. BOX 762

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE, 15TH FLOOR

250 VESEY STREET

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Public Securities Group Holdings LLC

(Last) (First) (Middle)

BROOKFIELD PLACE, 15TH FLOOR

250 VESEY STREET

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield BHS Advisors LLC

(Last) (First) (Middle)

395 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Multi-Strategy Fund GP LLC

(Last) (First) (Middle)

395 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Multi-Strategy Master Fund LP

(Last) (First) (Middle)

395 NINTH AVENUE, 52ND FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

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 20,690,158 shares of the common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer"). Brookfield Multi-Strategy Master Fund LP, a Cayman Island exempted limited partnership ("Master Fund LP"), directly owns 75,000 shares of Common Stock of the 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 Multi-Strategy Fund GP LLC, a Delaware LLC ("Multi-Fund Strategy Fund GP"), in its capacity as general partner of Master Fund LP; (xi) Brookfield BHS Advisors, LLC, a Delaware LLC ("BHS Advisors"), in its capacity as investment manager to Master Fund LP; (x) Brookfield Public Securities Group Holdings LLC, a Delaware LLC ("Securities Group Holdings"), in its capacity as managing manager of BHS Advisors; (xi) Brookfield US Inc., a Delaware corporation ("Brookfield US"), in its capacity as managing member of Securities Group Holdings;

4. (Continued from Footnote 3) (xii) Brookfield US Holdings Inc., a Canadian corporation ("Brookfield US Holdings"), in its capacity as the sole shareholder of Brookfield US; (xiii) Brookfield Holdings Canada Inc., a Canadian corporation ("Brookfield Holdings Canada"), in its capacity as the sole shareholder of Brookfield US Holdings; (xiv) Brookfield Asset Management Inc., a Canadian corporation ("BAM"), in its capacity as the indirect owner of the class A units of OCG and sole shareholder of Brookfield Holdings Canada; and (xv) 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.

5. 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.

6. 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.

7. 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.

8. This transaction was effected pursuant to a Rule 10b-5 plan adopted by the Reporting Persons.

Remarks:

Form 2 of 2

	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	03/01/2022
	Brookfield BHS Advisors LLC, /s/ Brian Hourihan, Managing Director, Chief Compliance Officer and Regulatory Counsel	03/01/2022
	Brookfield Public Securities Group Holdings LLC, /s/ Brian Hourihan, Regulatory Counsel and Chief Compliance Officer	03/01/2022
	Brookfield US Inc., /s/ Kathy Sarpash, Secretary	03/01/2022
	Brookfield Multi-Strategy Fund GP LLC, /s/ Bryan Gallagher, Legal Counsel	03/01/2022
	Brookfield US Holdings Inc., /s/ Kathy Sarpash, Vice President and Secretary	03/01/2022
	Brookfield Holdings Canada Inc., /s/ Kathy Sarpash, Vice-President and Secretary	03/01/2022
	Brookfield Multi-Strategy Master Fund LP, /s/ Bryan Gallagher, Legal Counsel	03/01/2022
	** Signature of Reporting Person	Date
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