Fifth Street Asset Management (FSAM) Form 4/A Fifth Street Senior Floating Rate / LEONARD M TANNENBAUM ownership change

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^*

TANNENBAUM LEONARD M

(Last) (First) (Middle)

777 WEST PUTNAM AVENUE

3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fifth Street Senior Floating Rate Corp. [ FSFR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/04/2016

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	09/30/2016		P		646,863	A	$9	5,098,783.622	D
Common Stock	09/30/2016		P		1,295,767	A	$9	2,677,519	I	See footnote(1)

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^*

TANNENBAUM LEONARD M

(Last) (First) (Middle)

777 WEST PUTNAM AVENUE

3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Street Asset Management Inc.

(Last) (First) (Middle)

777 WEST PUTNAM AVENUE

3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fifth Street Holdings L.P.

(Last) (First) (Middle)

777 WEST PUTNAM AVENUE

3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. These shares of common stock, par value $0.01 per share (the "Common Stock"), of Fifth Street Senior Floating Rate Corp. (the "Company") are held by Fifth Street Holdings L.P. ("FSH"). Fifth Street Asset Management Inc. ("FSAM") is the general partner of FSH, and Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM. Mr. Tannenbaum is also the controlling stockholder of FSAM. Each of FSH, FSAM and Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of its or his pecuniary interest.

Remarks:

This Form 4/A has been filed to correct the number of shares acquired by each of FSH and Mr. Tannenbaum to reflect that (i) 25 more shares were delivered to FSH in the ultimate closing of the purchase than were reported in the original Form 4 and (ii) 36 fewer shares were delivered to Mr. Tannenbaum in the ultimate closing of the purchase than were reported in the original Form 4.

	/s/ Leonard M. Tannenbaum	12/08/2016
	FIFTH STREET ASSET MANAGEMENT INC., By: /s/ Leonard M. Tannenbaum	12/08/2016
	FIFTH STREET HOLDINGS L.P., By: Fifth Street Asset Management Inc., its General Partner, By: /s/ Leonard M. Tannenbaum	12/08/2016
	** Signature of Reporting Person	Date
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