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
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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*
SPOHLER BRUCE J

(Last) (First) (Middle)
C/O SOLAR SENIOR CAPITAL LTD.,
500 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Solar Senior Capital Ltd. [ SUNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Common Stock 02/29/2016 P 6,200 A $14.01 (1) 496,809 I See Footnotes (2) (3)
Common Stock 03/01/2016 P 5,868 A $14.18 (1) 502,677 I See Footnotes (2) (3)
Common Stock 03/01/2016 M 7,874.2435 (5) D (4) 494,802.7565 (2) (3) I See Footnotes (2) (3)
Common Stock 03/01/2016 A 7,874.2435 (4) (5) A (4) 502,677 (6) I See Footnotes (2) (3)
Common Stock 03/02/2016 P 1,535 A $14.14 (1) 504,212 I See Footnotes (2) (3)
Common Stock 4,000 D
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
Restricted Stock Units (7) 03/01/2016 M 7,874.2435 (7) (7) (5) (7) Common Stock, par value $0.01 per share (7) (7) 7,874.2435 I See Footnote (7)
Restricted Stock Units (8) 03/01/2016 E 734.2493 (8) (5) (8) (8) Common Stock, par value $0.01 per share (8) (8) 18,526.2637 I See Footnote (8)
Restricted Stock Units (9) 03/02/2016 A (5) 22,211.4928 (9) (9) (9) Common Stock, par value $0.01 per share 22,211.4928 $0.00 22,211.4928 I See Footnote (9)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on February 29, 2016 is based on prices ranging from a low of $13.85 per share to a high of $14.12 per share. The reported price for the share purchases made on March 1, 2016 is based on prices ranging from a low of $14.13 per share to a high of $14.20 per share. The reported price for the share purchases made on March 2, 2016 is based on prices ranging from a low of $14.09 per share to a high of $14.19 per share. The reporting person undertakes to provide to Solar Senior Capital Ltd. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth above.
2. Includes 48,612 shares of the Issuer held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), 21,477.2435 of which is reported as purchased on this Form 4. 13,603 shares acquired were purchased in the open market for the purpose of satisfying obligations related to its grants of restricted stock units ("RSUs"), and 7,874.2435 shares may be deemed to be repurchased due to cash settlement of previously granted RSUs. The SCP Plan is controlled by Solar Capital Partners, LLC ("Solar Capital Partners"). Bruce J. Spohler and Michael S. Gross 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 Solar Capital Partners. In addition, the total includes 455,500 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 100 shares of the Issuer held by Solar Capital Management, LLC ("Solar Management"),
3. (Continued from Footnote (2)) a portion of both of which may be deemed to be indirectly beneficially owned by Messrs. Spohler and Gross by virtue of their collective ownership interest therein. Mr. Spohler disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Senior Investors or Solar Management, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Spohler is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
4. Messrs. Spohler and Gross, as administrators of the SCP Plan, elected to settle 7,874.2435 RSUs previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Spohler's partial pecuniary interest as described in footnotes 2 and 3. The settlement was approved in advance in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
5. 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.
6. These 502,677 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired.
7. RSUs with respect to 7,874.2435 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on November 25, 2014 settled on March 1, 2016. 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. Spohler and Gross. The administrators elected to settle the vested portion in cash. Messrs. Spohler and Gross may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
8. The RSUs with respect to 734.2493 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on March 4, 2015 terminated without value. The RSUs could 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. Spohler and Gross. Messrs. Spohler and Gross may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
9. Grants of new RSUs with respect to 22,211.4928 shares held by the SCP Plan to certain of Solar Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated March 2, 2016. Shares of the Issuer's common stock underlying the RSUs are scheduled to vest in installments of 50% on March 1, 2018 and 50% on March 1, 2019. Upon settlement, the RSUs will become payable on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof at the election of the SCP Plan administrators, Messrs. Spohler and Gross.
Remarks:
Chief Operating Officer and Director
/s/ Bruce J. Spohler 03/02/2016
** Signature of Reporting Person Date
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