| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SLRC | Common Stock | Award | +480K | +19.51% | 2.94M | Apr 1, 2022 | See Footnotes | F1, F2, F3, F4, F5 | ||
| transaction | SLRC | Common Stock | Award | +225K | +92.82% | 468K | Apr 1, 2022 | Direct | F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SLRC | Restricted Stock Units | Award | -78.3K | -18.64% | 342K | Apr 1, 2022 | Common Stock | 78.3K | See Footnote | F7, F8 |
| Id | Content |
|---|---|
| F1 | Acquired upon the completion of and pursuant to the transactions contemplated by 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 616,281 shares of common stock, par value $0.01 per share, of SUNS. Pursuant to the Merger Agreement, each share of SUNS's common stock was converted into the right to receive 0.7796 shares of SLRC's common stock, par value $0.01 per share (the "Merger"). The acquisition reported in this Form 4 is an exempt transaction. |
| F2 | The total includes 318,511 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 be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. |
| F3 | (Continued from Footnote (2)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I"), 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), 355,107 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 77 shares of the Issuer held by SLR Capital Management ("SLR Management"), a portion held by each entity may be deemed to be indirectly beneficially owned by Mr. Gross, Mr. Spohler and a grantor retained annuity trust setup by and for Mr. Gross (the "GRAT") by virtue of their collective ownership interest therein. |
| F4 | (Continued from Footnote (3)) The total indirect ownership also includes 117,617 shares of the Issuer held by certain trusts for the benefit of family members for which Mr. Gross serves as trustee (the "Family Trusts"). Mr. Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts. |
| F5 | (Continued from Footnote (4)) In addition, the total includes 152,166 shares of the Issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan"). Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan and as trustee and immediate family member of the Family Trusts. Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I, Solar Capital II, Solar Senior Investors, SLR Management or the Family Trusts except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gross is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F6 | Acquired pursuant to the Merger Agreement in exchange for 288,841 shares of common stock, par value $0.01 per share, of SUNS. Pursuant to the Merger Agreement, each share of SUNS's common stock was converted into the right to receive 0.7796 shares of SLRC's common stock, par value $0.01 per share. The acquisition reported in this Form 4 is an exempt transaction. |
| F7 | Outstanding restricted stock units ("RSUs") with respect to 100,373.9998 shares of SUNS's common stock held by the SCP Plan were amended in connection with the Merger to refer to SLRC's common stock. The RSUs previously related to SUNS's common stock and were granted on March 5, 2019, March 9, 2020 and March 2, 2021 and were scheduled to vest 50% on the second and third anniversary of grant, subject to the restrictions in the plan. The amended RSUs may be 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. 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. |
| F8 | 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