SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
FREIDHEIM STEPHEN C

(Last) (First) (Middle)
C/O CYRUS CAPITAL PARTNERS, L.P.
399 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CM Finance Inc [ CMFN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.001 per share 06/10/2014 G 1 A $0.00 717,819 I By principal of investment manager to Crescent 1, L.P.(1)
Common Stock, par value $0.001 per share 06/10/2014 G 1 A $0.00 645,274 I By principal of investment manager to CRS Master Fund, L.P.(2)
Common Stock, par value $0.001 per share 06/10/2014 G 1 A $0.00 2,077,092 I By principal of investment manager to Cyrus Opportunities Master Fund II, Ltd.(3)
Common Stock, par value $0.001 per share 06/10/2014 G 1 A $0.00 378,001 I By principal of investment manager to Cyrus Select Opportunities Master Fund, Ltd.(4)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FREIDHEIM STEPHEN C

(Last) (First) (Middle)
C/O CYRUS CAPITAL PARTNERS, L.P.
399 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CYRUS CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)
399 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CYRUS CAPITAL PARTNERS GP, LLC

(Last) (First) (Middle)
C/O CYRUS CAPITAL PARTNERS, L.P.
399 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. As the principal of Cyrus Capital Partners, L.P. ("CCP"), the investment manager to Crescent 1, L.P., and the principal of Cyrus Capital Partners GP, L.L.C. ("CCPGP"), the general partner of CCP and the managing member of Cyrus Capital Advisors, L.L.C. ("CCA"), Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 717,819 shares of common stock of CM Finance Inc (the "Common Stock") owned by Crescent 1, L.P. An affiliate of CCP, CCA, serves as the general partner to Crescent 1, L.P. and has granted all discretion over Crescent 1, L.P.'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in Crescent 1, L.P. because CCP receives only an asset-based fee from Crescent 1, L.P.
2. As the principal of CCP, the investment manager to CRS Master Fund, L.P., and the principal of CCPGP, the general partner of CCP and the managing member of CCA, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 645,274 shares of the Common Stock owned by CRS Master Fund, L.P. CCA serves as the general partner to CRS Master Fund, L.P. and has granted all discretion over CRS Master Fund, L.P.'s investment activities to CCP. Neither CCP nor CCPGP has a pecuniary interest in CRS Master Fund, L.P. because CCP receives only an asset-based fee from CRS Master Fund, L.P.
3. As the principal of CCP, the investment manager to Cyrus Opportunities Master Fund II, Ltd., and the principal of CCPGP, the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 2,077,092 shares of the Common Stock owned by Cyrus Opportunities Master Fund II, Ltd. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Opportunities Master Fund II, Ltd. because CCP only receives an asset-based fee from Cyrus Opportunities Master Fund II, Ltd.
4. As the principal of CCP, the investment manager to Cyrus Select Opportunities Master Fund, Ltd., and the principal of CCPGP, the general partner of CCP, Stephen C. Freidheim may be deemed the beneficial owner of a portion of the 378,001 shares of the Common Stock owned by Cyrus Select Opportunities Master Fund, Ltd. Neither CCP nor CCPGP has a pecuniary interest in Cyrus Select Opportunities Master Fund, Ltd. because CCP only receives an asset-based fee from Cyrus Select Opportunities Master Fund, Ltd.
Remarks:
Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but this filing shall not be deemed an admission that any Reporting Person is or was, for the purposes of Section 16 of the Act of otherwise, a beneficial owner of any securities of the Issuer. Such beneficial ownership is and was expressly disclaimed by each of the Reporting Persons except to the extent of their pecuniary interests.
/s/ Stephen C. Freidheim 08/12/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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