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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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Runway Growth Finance Corp. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
000000000 (CUSIP Number) |
Richard Ting Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor Los Angeles, CA, 90071 (213) 830-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (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.
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
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
OCM Growth Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,779,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 37,347,428 shares of common stock outstanding as of May 8, 2025 (the "Common Stock") as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 12, 2025 (the "10-Q").
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,779,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 37,347,428 shares of Common Stock as reported in the 10-Q.
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,779,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 37,347,428 shares of Common Stock as reported in the 10-Q.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 | |
| (b) | Name of Issuer:
Runway Growth Finance Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
205 N. Michigan Ave., Suite 4200, Chicago,
ILLINOIS
, 60601. | |
Item 1 Comment:
This Amendment No. 19 to Schedule 13D (this "Amendment No. 19") amends and supplements the statement on Schedule 13D originally filed with the SEC on December 28, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 21, 2017, Amendment No. 2 to Schedule 13D filed with the SEC on June 15, 2017, Amendment No. 3 to Schedule 13D filed with the SEC on September 7, 2017, Amendment No. 4 to Schedule 13D filed with the SEC on December 12, 2017, Amendment No. 5 to Schedule 13D filed with the SEC on October 3, 2019, Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2019, Amendment No. 7 to Schedule 13D filed with the SEC on August 24, 2020, Amendment No. 8 to Schedule 13D filed with the SEC on October 19, 2020, Amendment No. 9 to Schedule 13D filed with the SEC on February 23, 2022, Amendment No. 10 to Schedule 13D filed with the SEC on July 6, 2023, Amendment No. 11 to Schedule 13D filed with the SEC on November 16, 2023, Amendment No. 12 to Schedule 13D filed with the SEC on December 14, 2023, Amendment No. 13 to Schedule 13D filed with the SEC on March 20, 2024, and Amendment No. 14 to Schedule 13D filed with the SEC on May 9, 2024, Amendment No. 15 to Schedule 13D filed with the SEC on May 16, 2024, Amendment No. 16 to Schedule 13D filed with the SEC on June 12, 2024, Amendment No. 17 to Schedule 13D filed with the SEC on November 14, 2024, and Amendment No. 18 to Schedule 13D filed with the SEC on April 3, 2025 (as so amended, the "Schedule 13D"), with respect to shares of Common Stock of Runway Growth Finance Corp., a Maryland corporation (the "Issuer"). The address of the principal executive office of the Issuer is Runway Growth Finance Corp., 205 N. Michigan Ave, Stuie 4200, Chicago, IL 60601. 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 the foregoing amendments.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) to the Schedule 13D is hereby amended and restated in its entirety as follows:
1) OCM Growth Holdings LLC, a Delaware limited liability company (the "OCM Growth"), whose principal business is to invest in securities;
2) Oaktree Capital Holdings, LLC, a Delaware limited liability company ("OCH"), in its capacity as the indirect manager of OCM Growth; and
3) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP," and together with OCM Growth and OCH, the "Reporting Persons"), whose principal business is to serve as, and perform the functions of, the indirect owner of the class B units of OCH, in its capacity as such
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 11 and 13 of the cover pages of this Schedule 13D is hereby incorporated by reference. The Reporting Persons hold an aggregate 8,779,668 shares of Common Stock, representing approximately 23.51% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are based upon 37,347,428 shares of Common Stock outstanding as of May 8, 2025, as reported in the 10-Q filed with the SEC on May 12, 2025. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7-10 of the cover pages of this Schedule 13D is hereby incorporated by reference.
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| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
On July 1, 2025, the Reporting Persons sold an aggregate of 1,000,000 shares of Common Stock for $10.45 per share, pursuant to a Rule 144 block sale. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.7 Agreement Required for Joint Filing by Rule 13d - 1(k)(1) under the Securities Exchange Act of 1934, by and among the Reporting Persons as of July 3, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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