Runway Growth Finance (RWAY) 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

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90017

(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)
03/18/2024

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	03/18/2024		S		1,000,000	D	$11.33(1)	15,492,168	D(2)(3)(4)(5)(6)

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

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Oaktree Holdings, LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT

333 S. GRAND AVE., 28TH FLOOR

(Street)

LOS ANGELES CA 90017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. PO BOX 762

(Street)

TORONTO, ONTARIO Z4 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAM Partners Trust

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. PO BOX 762

(Street)

TORONTO, ONTARIO Z4 M5J 2T3

(City) (State) (Zip)

Explanation of Responses:

1. On March 18, 2024, the Reporting Persons participated in a block trade in which they sold 1,000,000 shares of common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer") for aggregate proceeds of $11,330,000 (the "Block Sale").

2. Following the Block Sale, OCM Growth Holdings, LLC, a Delaware limited liability company ("OCMGH") directly owns 15,492,168 shares of Common Stock of the Issuer and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership ("Fund Xb Delaware") directly owns 0 shares of Common Stock of the Issuer, and therefore this filing constitutes an exit filing for Fund Xb Delaware.

3. This Form 4 is being filed by (i) OCMGH; (ii) Fund Xb Delaware; (iii) Brookfield Oaktree Holdings, LLC (f/k/a Oaktree Capital Group, LLC), a Delaware LLC ("BOH"), in its capacity as the indirect manager of OCMGH and Fund Xb Delaware; (iv) Oaktree Capital Group Holdings GP, LLC ("OCGHGP"), in its capacity as the indirect owner of class B units of BOH; (v) Brookfield Corporation, a Canadian corporation ("BN"), in its capacity as the indirect owner of the class A units of BOH and (vi) 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 BN.

4. 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.

5. 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.

6. 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.

	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	03/20/2024
	Brookfield Oaktree Holdings, LLC, By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Senior Vice President	03/20/2024
	Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President	03/20/2024
	Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Senior Vice President	03/20/2024
	BAM Partners Trust, /s/ Kathy Sarpash, Secretary	03/20/2024
	Brookfield Corporation, /s/ Swati Mandava, Managing Director, Legal & Regulatory	03/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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