SEC FORM
4
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
C/O FIFTH STREET FINANCE CORP., |
445 HAMILTON AVENUE, SUITE 1206 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fifth Street Finance Corp
[ FSC ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chief Investment Officer |
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2009
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
05/14/2009 |
05/14/2009 |
P |
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200 |
A |
$8.15
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51,407 |
D |
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Common Stock |
05/14/2009 |
05/14/2009 |
P |
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300 |
A |
$8.16
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51,707 |
D |
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Common Stock |
05/14/2009 |
05/14/2009 |
P |
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100 |
A |
$8.19
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51,807 |
D |
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Common Stock |
05/14/2009 |
05/14/2009 |
P |
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100 |
A |
$8.31
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51,907 |
D |
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Common Stock |
05/14/2009 |
05/14/2009 |
P |
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600 |
A |
$8.3
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52,507 |
D |
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Common Stock |
05/14/2009 |
05/14/2009 |
P |
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100 |
A |
$8.32
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52,607 |
D |
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Common Stock |
05/14/2009 |
05/14/2009 |
P |
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600 |
A |
$8.29
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53,207 |
D |
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Common Stock |
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53,207 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
Remarks: |
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/s/ Bernard D. Berman, attorney in fact for Marc A. Goodman |
05/18/2009 |
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** 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. |
POWER OF ATTORNEY
I, Marc A. Goodman, Chief Investment Officer of Fifth Street Finance Corp. (the
"Corporation"), hereby authorize and designate Bernard D. Berman as my agent and
attorney in fact, with full power of substitution to:
(1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section
l6 of the Securities Exchange Act of 1934, as amended, and file the same with
the Securities and Exchange Commission and each stock exchange on which the
Corporation's stock is listed:
(2) prepare and sign on my behalf any Form 144 Notice under the Securities Act
of 1933, as amended, and file the same with the Securities and Exchange
Commission; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Corporation assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended, or
Section 5 of the Securities Act of 1933, as amended, or Rule 144 promulgated
under such Act.
This Power of Attorney shall remain in effect until the undersigned is no
longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's
holdings of and transactions in securities issued by the Corporation, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
DATED:
April 23, 2009
SIGNED:
/s/ Marc A. Goodman
Marc A. Goodman