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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TANNENBAUM LEONARD M (Last) (First) (Middle) C/O FIFTH STREET (FSC), 777 WEST PUTNAM AVENUE, 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Fifth Street Finance Corp. [ FSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2016
	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

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
PSA in respect of Swaps	$6.25(1)(2)(3)	09/07/2016		X(1)(2)(3)			1	(1)(2)(3)	09/07/2016(1)(2)(3)	Common stock, par value $0.01 per share	3,878,542	(1)(2)(3)	0	I	By Partnership(1)(2)(3)

1. Name and Address of Reporting Person* TANNENBAUM LEONARD M (Last) (First) (Middle) C/O FIFTH STREET (FSC), 777 WEST PUTNAM AVENUE, 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fifth Street Asset Management Inc. (Last) (First) (Middle) 777 WEST PUTNAM AVENUE 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fifth Street Holdings L.P. (Last) (First) (Middle) 777 WEST PUTNAM AVENUE 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)

Explanation of Responses:

1. Each of Mr. Tannenbaum, Fifth Street Asset Management Inc. and Fifth Street Holdings L.P. ("FSH") (together, the "Reporting Persons") is a party to the Purchase and Settlement Agreement, dated as of February 18, 2016 ( the "PSA"), entered into by and among Fifth Street Finance Corp. (the "Company"), the Reporting Persons and the Sellers (as defined below). The "Sellers" are RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund (collectively, the "RiverNorth Parties"), Randy I. Rochman, Fred G. Steingraber and Murray R. Wise. Pursuant to the PSA, the Reporting Persons agreed with the counterparties (the "Counterparties" and each a "Counterparty") to certain cash-settled total return swap agreements (the "Swaps" and each a "Swap") in reference to an aggregate 3,878,542 shares of Company common stock, par value $0.01 per share (continued in footnote 2)

2. (the "Common Stock") that upon the applicable valuation or deemed valuation of any such Swap, (i) if in any case the final price applicable to such Swap, as between the applicable Counterparty and the bank with which the applicable Counterparty had entered into such Swap (or deemed final price deemed applicable under the PSA), was greater than $6.25 per share, then such Counterparty shall pay to FSH a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of such final price over $6.25, and (ii) if in any case such final price (or deemed final price applicable under the PSA) was less than $6.25 per share, then FSH shall pay to such Counterparty a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of $6.25 over such final price. On September 7, 2016, FSH and the Counterparties agreed that the amount then due from FSH to the Counterparties under the terms of the PSA was $160,265.90. (continued in footnote 3)

3. On that date, the Reporting Persons and the RiverNorth Parties entered into the Mutual Release and Waiver of Rights under the PSA (the "Mutual Release and Waiver") pursuant to which the Reporting Persons paid the Counterparties or their affiliates the entire amount of $160,265.90 then due under the PSA (such payment, the "Swap Settlement"). As a result of the Swap Settlement, the Reporting Persons no longer have a pecuniary interest in the Swaps.

Remarks:

	/s/ Leonard M. Tannenbaum	09/09/2016
	FIFTH STREET ASSET MANAGEMENT INC., By: /s/ Leonard M. Tannenbaum	09/09/2016
	FIFTH STREET HOLDINGS, L.P., By: Fifth Street Asset Management Inc., its General Partner, By: /s/ Leonard M. Tannenbaum	09/09/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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