SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
GSV Growth Credit Fund Inc. |
(Name of Issuer) |
|
Common Stock, par value $0.01 |
(Title of Class of Securities) |
|
None |
(CUSIP Number) |
|
Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (213) 830-6300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
April 19, 2017 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 19 Pages)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. | | Page 2 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
OCM Growth Holdings, LLC | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS | | |
OO (See item 3) | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780 | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
OO | | |
| |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. | | Page 3 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
Oaktree Fund GP, LLC | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
OO | | |
| |
*Solely in its capacity as the manager of OCM Growth Holdings, LLC.
SCHEDULE 13D
CUSIP No. | | Page 4 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
Oaktree Fund GP I, L.P. | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
PN | | |
| |
*Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
SCHEDULE 13D
CUSIP No. | | Page 5 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
Oaktree Capital I, L.P. | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
PN | | |
| |
*Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
SCHEDULE 13D
CUSIP No. | | Page 6 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
OCM Holdings I, LLC | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
OO | | |
| |
*Solely in its capacity as the general partner of Oaktree Capital I, L.P.
SCHEDULE 13D
CUSIP No. | | Page 7 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
Oaktree Holdings, LLC | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
OO | | |
| |
*Solely in its capacity as the managing member of OCM Holdings I, LLC.
SCHEDULE 13D
CUSIP No. | | Page 8 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
Oaktree Capital Group, LLC | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
OO | | |
| |
*Solely in its capacity as the managing member of Oaktree Holdings, LLC.
SCHEDULE 13D
CUSIP No. | | Page 9 of 19 Pages |
| | |
1 | NAME OF REPORTING PERSON | | |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | |
Oaktree Capital Group Holdings GP, LLC | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS* | | |
Not Applicable | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Delaware | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
752,780* | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
752,780* | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
752,780 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
56.388% | | |
| |
14 | TYPE OF REPORTING PERSON* | | |
OO | | |
| |
*Solely in its capacity as the managing member of Oaktree Capital Group, LLC.
SCHEDULE 13D
CUSIP No. | | Page 10 of 19 Pages |
| | |
This Amendment No. 1 to Schedule 13D (this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 28, 2016 (the "Schedule 13D"), with respect to shares of the common stock, par value $0.01 per share ("Common Stock"), of GSV Growth Credit Fund Inc., a Maryland corporation (the "Issuer"). The address of the principal executive office of the Issuer is GSV Growth Credit Fund Inc., the Pioneer Building 2925 Woodside Road, Woodside, CA 94062. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented by this Schedule 13D/A.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a)-(c) & (f)
This Schedule 13D is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 1, by:
(1) OCM Growth Holdings, LLC, a Delaware limited liability company (the "OCM Growth"), whose principal business is to invest in securities;
(2) Oaktree Fund GP, LLC, a Delaware limited company ("GP"), whose principal business is to serve as, and perform the functions of, the manager, managing member or general partner of certain special purpose investment entities;
(3) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds or (ii) to act as the sole shareholder of certain controlling entities of certain investment funds;
(4) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), whose principal business is to serve as, and perform the functions of, the general partner of GP I;
(5) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), whose principal business is to serve as, and perform the functions of, the general partner of Capital I and to hold limited partnership interests in Capital I;
(6) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings LLC"), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I;
SCHEDULE 13D
CUSIP No. | | Page 11 of 19 Pages |
| | |
(7) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts; and
(8) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP" and together with OCM Growth, GP, GP I, Capital I, Holdings I, Holdings and OCG, collectively, the "Reporting Persons", and each individually, a "Reporting Person"), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital Group Holdings, L.P. and as manager of OCG.
Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the "Covered Persons"), and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.
The principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
(d)-(e)
During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by adding the following information to Item 3:
On April 19, 2017, OCM Growth subscribed for 554,273.53 shares of common stock of the Issuer for total consideration of $8,314,102.95 pursuant to the Subscription Agreement. The source of funds is capital commitments from limited partners of certain private investment funds that indirectly hold equity in OCM Growth.
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P. |
| |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P. |
| |
David M. Kirchheimer | Chief Financial Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer and Principal of Oaktree Capital Management, L.P. |
| |
Todd E. Molz | General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P. |
| |
Susan Gentile | Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P. |
| |
Oaktree Capital Management, L.P.
The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.
Oaktree Capital I, L.P.
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. | |
| |
Oaktree Fund GP I, L.P.
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
Oaktree Fund GP, LLC
The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.
OCM Growth Holdings, LLC.
The managing member of OCM Growth Holdings, LLC is Oaktree Fund GP, LLC.