| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SUNS | Common Stock | Disposed to Issuer | -616K | -100% | 0 | Apr 1, 2022 | See Footnotes | F1, F2, F3, F4 | ||
| transaction | SUNS | Common Stock | Disposed to Issuer | -289K | -100% | 0 | Apr 1, 2022 | Direct | F1, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SUNS | Restricted Stock Units | Award | +100K | 0 | Apr 1, 2022 | Common Stock | 100K | See Footnote | F6, F7 |
Michael S. Gross is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 1, 2021 (the "Merger Agreement"), by and among SLR Investment Corp. ("SLRC"), SLR Senior Investment Corp. ("SUNS"), Solstice Merger Sub, Inc. and SLR Capital Partners, LLC ("SLR Capital Partners") (for the limited purposes set forth therein), in exchange for 480,448 shares of common stock, par value $0.01 per share, of SLRC. Pursuant to the Merger Agreement, each share of SUNS's common stock, par value $0.01 per share, was converted into the right to receive 0.7796 shares of SLRC's common stock (the "Mergers"). The disposition reported in this Form 4 is an exempt transaction. |
| F2 | Prior to the Mergers, the indirect ownership included 87,874 shares of the Issuer held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"). The SCP Plan is controlled by SLR Capital Partners. Michael S. Gross and Bruce J. Spohler may have been deemed to indirectly beneficially own a portion of the shares held by the SCP Plan prior to the effective date of the Mergers by virtue of their collective ownership interest in SLR Capital Partners. |
| F3 | (Continued from Footnote (2)) In addition, the total included 455,500 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 100 shares of the Issuer held by SLR Capital Management, LLC prior to the effective date of the Mergers, a portion of both of which may have been deemed to be indirectly beneficially owned by Messrs. Spohler and Gross by virtue of their collective ownership interest therein. The total also included 11,344 shares of the Issuer held by certain trusts for the benefit of family members for which Mr. Gross serves as trustee (the "Family Trusts"). |
| F4 | (Continued from Footnote (3)) Furthermore, the total included 61,463 shares of the Issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan") prior to the effective date of the Mergers. Mr. Gross may have been deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan. Prior to the effective date of the Mergers, Mr. Gross disclaimed beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Senior Investors or SLR Management, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gross was, prior to the effective date of the Mergers, the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F5 | Disposed of pursuant to the Merger Agreement in exchange for 225,180 shares of common stock, par value $0.01 per share, of SLRC. Pursuant to the Merger Agreement, each share of SUNS's common stock, par value $0.01 per share, was converted into the right to receive 0.7796 shares of SLRC's common stock. The disposition reported in this Form 4 is an exempt transaction. |
| F6 | Restricted stock units ("RSUs") with respect to 100,373.9998 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees on March 5, 2019, March 9, 2020 and March 2, 2021 were outstanding prior to the Mergers. RSUs may have been settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. Pursuant to the employee compensation plan, the administrators elected to amend the outstanding awards in connection with the Mergers to reference 78,251.5702 shares of SLRC. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. Each grant of RSUs was scheduled to vest 50% on each of the second and third anniversary of grant, subject to the restrictions in the plan. |
| F7 | Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
Co-Chief Executive Officer, President, Chairman of the Board