0000950170-23-064585.txt : 20231116 0000950170-23-064585.hdr.sgml : 20231116 20231116174655 ACCESSION NUMBER: 0000950170-23-064585 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231113 FILED AS OF DATE: 20231116 DATE AS OF CHANGE: 20231116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/ CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 231415739 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. DATE OF NAME CHANGE: 20051116 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 231415741 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 231415742 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 231415738 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Growth Holdings LLC CENTRAL INDEX KEY: 0001693272 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 231415743 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. CENTRAL INDEX KEY: 0001780629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 231415740 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306739 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Runway Growth Finance Corp. CENTRAL INDEX KEY: 0001653384 IRS NUMBER: 475049745 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 205 N. MICHIGAN AVE. STREET 2: SUITE 4200 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (312) 281-6270 MAIL ADDRESS: STREET 1: 205 N. MICHIGAN AVE. STREET 2: SUITE 4200 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: Runway Growth Credit Fund Inc. DATE OF NAME CHANGE: 20170613 FORMER COMPANY: FORMER CONFORMED NAME: GSV Growth Credit Fund Inc. DATE OF NAME CHANGE: 20150917 4/A 1 ownership.xml 4/A X0508 4/A 2023-11-13 2023-11-15 0001653384 Runway Growth Finance Corp. RWAY 0001693272 OCM Growth Holdings LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVE., 28TH FLOOR LOS ANGELES CA 90017 true false true false 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVE., 28TH FLOOR LOS ANGELES CA 90017 true false true false 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVE., 28TH FLOOR LOS ANGELES CA 90017 true false true false 0001780629 Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVE., 28TH FLOOR LOS ANGELES CA 90017 true false true false 0001001085 BROOKFIELD Corp /ON/ BROOKFIELD PLACE, SUITE 300 181 BAY ST. P.O. BOX 762 TORONTO, ONTARIO Z4 M5J 2T3 CANADA (FEDERAL LEVEL) true false true false 0001861643 BAM Partners Trust BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO, ONTARIO Z4 M5J 2T3 CANADA (FEDERAL LEVEL) true false true false false Common Stock, par value $0.01 per share 2023-11-13 4 S false 3750000 12.0576 D 17304668 D Includes shares acquired pursuant to the issuer's dividend reinvestment plan. On November 13, 2023, OCMGH (as defined in Note 3 below), and Fund Xb Delaware (as defined in Note 3 below), sold 3,745,708 and 4,292 shares of the Issuer, respectively, pursuant to an underwriting agreement by and among OCMGH, Fund Xb Delaware, the Issuer, and the underwriters party thereto. OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 17,284,860 shares of common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer").Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership ("Fund Xb Delaware"), directly owns 19,808 shares of Common Stock of the Issuer. This Form 4 is being filed by (i) OCMGH; (ii) Fund Xb Delaware; (continued from footnote 3) (iii) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as the manager of OCMGH and Fund Xb Delaware; (iv) Oaktree Capital Group Holdings GP, LLC ("OCGHGP"), in its capacity as the indirect owner of class B units of OCG; (v) Brookfield Corporation, a Canadian corporation ("BN"), in its capacity as the indirect owner of the class A units of OCG and (vi) BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BN. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4. The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors. This amendment and restatement of the Form 4 filed November 15, 2023 (the "Original Filing") is being filed solely to correct the omission of BN and BAM Partners Trust as reporting persons. Their indirect ownership was accurately described in footnotes 4 and 5 of the Original Filing. OCM Growth Holdings, LLC, By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President 2023-11-16 Oaktree Capital Group, LLC, By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Senior Vice President 2023-11-16 Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President 2023-11-16 Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Senior Vice President 2023-11-16 BAM Partners Trust, /s/ Kathy Sarpash, Secretary 2023-11-16 Brookfield Corporation, /s/ Kathy Sarpash, Managing Director, Legal & Regulatory 2023-11-16