SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)*
Oaktree Specialty Lending Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
67401P 108
(CUSIP Number)
Leonard M. Tannenbaum
555 Washington Avenue, Suite 240
Miami Beach, FL 33139
(203) 930-2139
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 10, 2019
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP No. 67401P 108 | 13D | Page 2 of 8 Pages |
| 1 | Name of Reporting Persons
Leonard M. Tannenbaum | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | þ | |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
PF, AF, OO | |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization
United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
24,203,623 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
24,203,623 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,203,623 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨ (See Instructions)
|
| 13 |
Percent of Class Represented by Amount in Row (11)
17.2% |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. 67401P 108 | 13D | Page 3 of 8 Pages |
| 1 |
Name of Reporting Persons
Fifth Street Asset Management Inc. | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | þ | |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
WC, BK | |
| 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 |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
7,030,497 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
7,030,497 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,030,497 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨ (See Instructions)
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.99% |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 67401P 108 | 13D | Page 4 of 8 Pages |
| 1 |
Name of Reporting Persons
Fifth Street Holdings L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | þ | |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
WC, BK | |
| 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 |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
7,030,497 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
7,030,497 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,030,497 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares) ¨ (See Instructions)
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.99% |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 67401P 108 | 13D | Page 5 of 8 Pages |
| Item 1. | Security and Issuer |
This Schedule 13D/A constitutes Amendment No. 10 to the Schedule 13D by Fifth Street Holdings L.P. on February 24, 2016, as amended on March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017, October 4, 2017 and October 25, 2017. This Schedule 13D/A also constitutes Amendment No. 12 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. on December 31, 2015, as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017, October 4, 2017 and October 25, 2017. Except as amended herein, each such prior Schedule 13D, as previously amended, remains in effect. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the reporting persons’ Schedules 13D as previously amended.
| Item 2. | Identity and Background |
The second sentence of the second paragraph of Item 2 is amended and restated as follows:
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A, which replaces the corresponding schedule attached to that certain amendment to this Schedule 13D filed on October 25, 2017.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D and Schedule A hereto is incorporated by reference. The percentage set forth in row 13 is based on 140,960,651 outstanding shares of the Issuer’s common stock (“Shares”) as of February 5, 2019, as reported in the Issuer’s Form 10-Q as filed on February 7, 2019. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Tannenbaum has shared voting and dispositive power with Oaktree over the following Shares: (i) 14,306,545 Shares held by Mr. Tannenbaum directly; (ii) 1,251,952 Shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; (iii) 958,779 Shares held by 777 West Putnam Avenue LLC, for which Mr. Tannenbaum holds a majority of the equity interest of the sole member, (iv) 655,850 Shares held directly by the Leonard M. Tannenbaum 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (v) 7,030,497 Shares directly held by FSH.
(c) Schedule B sets forth all transactions with respect to Shares effected during the past 60 days.
(e) On April 10, 2019, each of FSH and Fifth Street Asset Management Inc. ceased to be beneficial owners of greater than 5% of the Shares.
| CUSIP No. 67401P 108 | 13D | Page 6 of 8 Pages |
Schedule A
| Name | Position at FSAM | Business Address / Address of Employer |
Principal Occupation or Employment |
Name and Principal Business of Employer |
Beneficial Ownership of Shares(1) | |||||
| Leonard M. Tannenbaum | Chairman of the Board and Chief Executive Officer |
555 Washington Avenue, Suite 240 Miami Beach, FL 33139 |
N/A | N/A | See Item 5 | |||||
| Bernard D. Berman | Director; President and Chief Compliance Officer |
777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830 |
N/A | N/A |
35,968 Shares (<0.1%) | |||||
| Jodi H. Bond | Director |
1001 G Street NW, Suite 400 Washington, DC 20001 |
Executive Vice President, Global Government and Industry Affairs | Chubb Limited, a property and casualty insurance company | None | |||||
| Thomas H. Brandt | Director |
67 Wesgate Drive Stamford, CT 06902 |
N/A | N/A | None | |||||
| Alexander C. Frank | Director |
777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830 |
N/A | N/A |
140 Shares (<0.1%) | |||||
| Thomas L. Harrison | Director |
437 Madison Avenue New York, NY 10022 |
Chairman Emeritus | Diversified Agency Services, a division of Omnicom Group Inc., a marketing communications services company | None |
(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.
| CUSIP No. 67401P 108 | 13D | Page 7 of 8 Pages |
Schedule B
All transactions were sales of Shares effected in the open market, and the price per share excludes commissions paid.
| Name | Date of Transaction | Amount of Securities | Price per Share | |||||||
| Leonard M. Tannenbaum | February 11, 2019 | 11,252 | $ | 5.2501 | ||||||
| Fifth Street Holdings L.P. | February 11, 2019 | 11,252 | $ | 5.2501 | ||||||
| Leonard M. Tannenbaum | February 12, 2019 | 17,560 | $ | 5.2615 | ||||||
| Fifth Street Holdings L.P. | February 12, 2019 | 17,560 | $ | 5.2615 | ||||||
| 777 West Putnam Avenue LLC | February 13, 2019 | 23,000 | $ | 5.2574 | ||||||
| Fifth Street Holdings L.P. | February 13, 2019 | 25,700 | $ | 5.2574 | ||||||
| 777 West Putnam Avenue LLC | February 14, 2019 | 53,980 | $ | 5.2552 | ||||||
| Fifth Street Holdings L.P. | February 14, 2019 | 53,620 | $ | 5.2552 | ||||||
| 777 West Putnam Avenue LLC | February 15, 2019 | 22,830 | $ | 5.2562 | ||||||
| Fifth Street Holdings L.P. | February 15, 2019 | 22,831 | $ | 5.2562 | ||||||
| 777 West Putnam Avenue LLC | April 5, 2019 | 830 | $ | 5.3000 | ||||||
| Fifth Street Holdings L.P. | April 5, 2019 | 831 | $ | 5.3000 | ||||||
| 777 West Putnam Avenue LLC | April 8, 2019 | 12,310 | $ | 5.3014 | ||||||
| Fifth Street Holdings L.P. | April 8, 2019 | 12,310 | $ | 5.3014 | ||||||
| 777 West Putnam Avenue LLC | April 9, 2019 | 7,700 | $ | 5.3059 | ||||||
| Fifth Street Holdings L.P. | April 9, 2019 | 7,701 | $ | 5.3059 | ||||||
| 777 West Putnam Avenue LLC | April 10, 2019 | 42,852 | $ | 5.3045 | ||||||
| Fifth Street Holdings L.P. | April 10, 2019 | 42,848 | $ | 5.3045 | ||||||
| CUSIP No. 67401P 108 | 13D | Page 8 of 8 Pages |
SIGNATURES
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: April 12, 2019
| /s/ Leonard M. Tannenbaum | |
| LEONARD M. TANNENBAUM |
| FIFTH STREET ASSET MANAGEMENT INC. | ||
| By: | /s/ Leonard M. Tannenbaum | |
| Name: | Leonard M. Tannenbaum | |
| Title: | Chief Executive Officer | |
| FIFTH STREET HOLDINGS L.P. | ||
| By: Fifth Street Asset Management Inc., its general partner | ||
| By: | /s/ Leonard M. Tannenbaum | |
| Name: | Leonard M. Tannenbaum | |
| Title: | Chief Executive Officer | |