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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GOLUB CAPITAL INVESTMENT Corp [ N/A ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/16/2019 | ||||||||||||||||||||||||||
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 Stock, par value $0.001 per share | 09/16/2019 | D | 1,829,329.064 | D | (1) | 0 | I | By GEMS Fund 4, L.P.(2) | ||
Common Stock, par value $0.001 per share | 09/16/2019 | D | 3,895,506.404 | D | (3) | 0 | I | BY GEMS Fund, L.P.(4) | ||
Common Stock, par value $0.001 per share | 09/16/2019 | D | 1,095,794.359 | D | (5) | 0 | I | By GCOP LLC(6) |
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. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 27, 2018 (as amended, the "Merger Agreement"), by and among the issuer, Golub Capital BDC, Inc. ("GBDC"), Fifth Ave Subsidiary Inc., GC Advisors LLC and, for certain limited purposes, Golub Capital LLC in exchange for 1,582,369 shares of GBDC common stock having a market value of $18.74 per share on the effective date of the merger and a cash payment of $12.00 in lieu of fractional shares of GBDC common stock. |
2. Due to his control of GEMS Fund 4, L.P., Mr. Golub may be viewed as having investment power over all of the shares owned by such entity although voting rights were passed through to the limited partners. Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by GEMS Fund 4, L.P., except to the extent of his pecuniary interest therein. |
3. Disposed of pursuant to the Merger Agreement in exchange for 3,369,613 shares of GBDC common stock having a market value of $18.74 per share on the effective date of the merger and a cash payment of $0.74 in lieu of fractional shares of GBDC common stock. |
4. Due to his control of GEMS Fund, L.P., Mr. Golub may be viewed as having investment power over all of the shares owned by such entity although voting rights were passed through to the limited partners. Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by GEMS Fund, L.P., except to the extent of his pecuniary interest therein. |
5. Disposed of pursuant to the Merger Agreement in exchange for 947,862 shares of GBDC common stock having a market value of $18.74 per share on the effective date of the merger and a cash payment of $2.26 in lieu of fractional shares of GBDC common stock. |
6. Due to his control of and ownership interest in GCOP LLC, Mr. Golub is viewed as having investment power over all of the shares owned by such entity. |
Remarks: |
/s/ Lawrence E. Golub | 09/18/2019 | |
** 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. |