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 |
| |||||||||||||||
| 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 Garrison Capital Inc. [ GARS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 12/06/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 $0.001 per share | 12/06/2017 | P | 4,500 | A | $8.4497(1) | 133,196 | D | |||
| Common Stock, par value $0.001 per share | 12/08/2017 | P | 2,800 | A | $8.14 | 135,996 | D | |||
| Common Stock, par value $0.001 per share | 266,931 | I | See footnote(2) | |||||||
| Common Stock, par value $0.001 per share | 455,777 | I | See footnote(3) | |||||||
| Common Stock, par value $0.001 per share | 67,202 | I | See footnote(4) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The price reported in column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $8.44 to $8.45, inclusive. Upon request by the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, the reporting person undertakes to provide full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. Mr. Tansey is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates serves as investment adviser to Garrison Capital Fairchild I, Ltd. Garrison Capital Fairchild I, Ltd. directly owns 266,931 shares of Common Stock of the Issuer. Due to his control and ownership interest in Garrison Investment Group LP, Mr. Tansey may be viewed as having investment power over all of the shares owned by Garrison Capital Fairchild I, Ltd. although voting rights to the Common Stock have been passed through to the limited partners of Garrison Capital Fairchild I, Ltd. Mr. Tansey disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. |
| 3. Mr. Tansey is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates serves as investment adviser to Garrison Capital Fairchild II, Ltd. Garrison Capital Fairchild II, Ltd. directly owns 455,777 shares of Common Stock of the Issuer. Due to his control and ownership interest in Garrison Investment Group LP, Mr. Tansey may be viewed as having investment power over all of the shares owned by Garrison Capital Fairchild II, Ltd. although voting rights to the Common Stock have been passed through to the limited partners of Garrison Capital Fairchild II, Ltd. Mr. Tansey disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein. |
| 4. Due to his control and ownership interest in Garrison Capital Advisers Holdings MM LLC, Mr. Tansey may be viewed as having investment power over all of the shares owned by such entity. Mr. Tansey disclaims beneficial ownership of such shares of Common Stock held by Garrison Capital Advisers Holdings MM LLC, except to the extent of his pecuniary interest therein. |
| /s/ Joseph Tansey | 12/08/2017 | |
| ** 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. | ||