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*
Stuart Steven Scott

(Last) (First) (Middle)
C/O GARRISON INVESTMENT GROUP
1290 AVENUE OF THE AMERICAS, SUITE 914

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Garrison Capital Inc. [ GARS ]
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)
08/13/2014
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, par value $0.001 per share 08/13/2014 S 29,939 D $14.5 150,921 I See footnote (1) (2)
Common Stock, par value $0.001 per share 08/13/2014 S 15,788 D $14.5 79,588 I See footnote (2) (3)
Common Stock, par value $0.001 per share 08/13/2014 S 26,174 D $14.5 131,946 I See footnote (2) (4)
Common Stock, par value $0.001 per share 08/13/2014 S 16,766 D $14.5 84,518 I See footnote (2) (5)
Common Stock, par value $0.001 per share 08/13/2014 S 10,315 D $14.5 52,001 I See footnote (2) (6)
Common Stock, par value $0.001 per share 08/13/2014 S 121,208 D $14.5 611,016 I See footnote (2) (7)
Common Stock, par value $0.001 per share 11,382 I See footnote (8)
Common Stock, par value $0.001 per share 7,750 I See footnote (9)
Common Stock, par value $0.001 per share 1,261 I See footnote (10)
Common Stock, par value $0.001 per share 4,079 I See footnote (11)
Common Stock, par value $0.001 per share 340,801 I See footnote (12)
Common Stock, par value $0.001 per share 581,907 I See footnote (13)
Common Stock, par value $0.001 per share 67,202 I See footnote (14)
Common Stock, par value $0.001 per share 7,000 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
Explanation of Responses:
1. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP LLC. Due to his control and ownership interest in GSOF-SP LLC, which directly owns 150,921 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF-SP LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
2. Mr. Stuart has a pecuniary interest in 3,408 of the shares of Common Stock of the Issuer being sold in these transactions, which involve the sale of an aggregate of 220,190 shares of Common Stock of the Issuer in an underwritten public offering.
3. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP II LLC. Due to his control and ownership interest in GSOF-SP II LLC, which directly owns 79,588 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF-SP II LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
4. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP DB LLC. Due to his control and ownership interest in GSOF-SP DB LLC, which directly owns 131,946 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF-SP DB LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
5. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF LLC. Due to his control and ownership interest in GSOF LLC, which directly owns 84,518 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of GSOF LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
6. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOIF Corporate Loan Pools Ltd. Due to his control and ownership interest in GSOIF Corporate Loan Pools Ltd., which directly owns 52,001 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GSOIF Corporate Loan Pools Ltd. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
7. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GCOH SubCo 2014-1 LLC. Due to his control and ownership interest in GCOH SubCo 2014-1 LLC, which directly owns 611,016 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GCOH SubCo 2014-1 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
8. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GCOH SubCo 2014-2 LLC. Due to his control and ownership interest in GCOH SubCo 2014-2 LLC, which directly owns 11,382 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GCOH SubCo 2014-2 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
9. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF 2014 LLC. Due to his control and ownership interest in GSOF 2014 LLC, which directly owns 7,750 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GSOF 2014 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
10. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP II 2014 LLC. Due to his control and ownership interest in GSOF-SP II 2014 LLC, which directly owns 1,261shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of GSOF-SP II 2014 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
11. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates indirectly serves as investment adviser to GSOF-SP 2014 LLC. Due to his control and ownership interest in GSOF-SP 2014 LLC, which directly owns 4,079 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of GSOF-SP 2014 LLC. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
12. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates serves as investment adviser to Garrison Capital Fairchild I, Ltd. Due to his control and ownership interest in Garrison Capital Fairchild I, Ltd., which directly owns 340,801 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of Garrison Capital Fairchild I, Ltd. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
13. Mr. Stuart is a control person of Garrison Investment Group LP and its affiliates. Garrison Investment Group LP or one of its affiliates serves as investment adviser to Garrison Capital Fairchild II Ltd. Due to his control and ownership interest in Garrison Capital Fairchild II Ltd., which directly owns 581,907 shares of Common Stock of the Issuer, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the limited partners of the sole shareholder of Garrison Capital Fairchild II Ltd. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein.
14. Due to his control and ownership interest in Garrison Capital Advisers Holdings MM LLC, Mr. Stuart may be viewed as having investment power over all of the shares owned by such entity. Mr. Stuart disclaims beneficial ownership of such shares of Common Stock held by Garrison Capital Advisers Holdings MM LLC, except to the extent of his pecuniary interest therein.
/s/ Steven Stuart 08/15/2014
** Signature of Reporting Person Date
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