UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Fifth Street Finance Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31678A103
(CUSIP Number)
December
31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
CUSIP
No. |
31678A103 |
13G | Page | 1 |
of | 4 |
Pages |
| 1. | NAMES OF REPORTING PERSONS Bruce E. Toll I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States of America | |||||
| 5. | SOLE VOTING POWER | ||||
| NUMBER OF | 1,300,000 | ||||
| SHARES | 6. | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | |||||
| EACH | 7. | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 1,300,000 | ||||
| WITH | 8. | SHARED DISPOSITIVE POWER | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,300,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
| o | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 2.9% | |||||
| 12. | TYPE OF REPORTING PERSON* | ||||
| IN | |||||
CUSIP
No. |
31678A103 |
Page | 2 |
of | 4 |
Pages |
| Item 1(a). | Name of Issuer: |
Fifth Street Finance Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
10
Bank Street, 12th Floor
White Plains, New York 10606
White Plains, New York 10606
| Item 2(b). | Name of Person Filing: |
Bruce E. Toll
| Item 2(b). | Address of Principal Business Office: |
754 S. County Road
Palm Beach, FL 33480
Palm Beach, FL 33480
| Item 2(c). | Citizenship: |
United States of America
| Item 2(d). | Title of Class of Securities |
Common Stock, par value $.01 per share
| Item 2(e). | CUSIP Number: |
31678A103
CUSIP
No. |
31678A103 |
Page | 3 |
of | 4 |
Pages |
| Item 3. | If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a)
|
o | Broker or dealer registered under Section 15 of the Act. | ||
(b)
|
o | Bank as defined in Section 3(a)(6) of the Act. | ||
(c)
|
o | Insurance company as defined in Section 3(a)(19) of the Act. | ||
(d)
|
o | Investment company registered under Section 8 of the Investment Company Act of 1940. | ||
(e)
|
o | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E). | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). | ||
(g)
|
o | A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G). | ||
(h)
|
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. | ||
(j)
|
o | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
As of the date of this filing, Bruce E. Toll (the “Reporting Person”) is the
beneficial owner of 1,300,000 shares of common stock, par value $0.01 per share
(the “Common Stock”), of Fifth Street Finance Corp. (“Fifth Street”), which
constitutes approximately 2.9% of Fifth Street’s outstanding shares of Common Stock,
based on 44,923,407 shares of Common Stock outstanding as reported in Fifth Street’s
Prospectus Supplement dated January 22, 2010, as filed with the Securities and Exchange Commission on
January 22, 2010. The Reporting Person has sole power to vote and dispose of his
shares.
| Item 5. | Ownership of Five Percent or Less of Class |
If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following þ.
CUSIP
No. |
31678A103 |
Page | 4 |
of | 4 |
Pages |
| Item 6. | Ownership of More Than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not applicable.
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.
DATED:
February 1, 2010
| By: | /s/ Bruce E. Toll | |||
| Name: | Bruce E. Toll | |||