0000899243-17-006360.txt : 20170303 0000899243-17-006360.hdr.sgml : 20170303 20170303162524 ACCESSION NUMBER: 0000899243-17-006360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Solar Capital Ltd. CENTRAL INDEX KEY: 0001418076 IRS NUMBER: 261381340 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 993-1670 MAIL ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GROSS MICHAEL S CENTRAL INDEX KEY: 0001186884 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-00754 FILM NUMBER: 17663988 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-01 0 0001418076 Solar Capital Ltd. SLRC 0001186884 GROSS MICHAEL S C/O SOLAR CAPITAL LTD., 500 PARK AVENUE NEW YORK NY 10022 1 1 0 0 See Remarks Common Stock 2017-03-01 4 M 0 64237.5298 D 2176080.4702 I See Footnotes Common Stock 2017-03-01 4 A 0 64237.5298 A 2240318 I See Footnotes Common Stock 2017-03-02 4 P 0 19666 22.28 A 2259984 I See Footnotes Common Stock 165894 D Restricted Stock Units 2017-03-01 4 M 0 64237.5298 D Common Stock, par value $0.01 per share 64237.5298 I See Footnote 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. Includes 200,471 shares of Solar Capital Ltd. (the "Issuer") held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), 83,903.5298 of which is reported as purchased on this Form 4. 19,666 shares acquired were purchased in the open market for the purpose of satisfying obligations related to its grants of restricted stock units ("RSUs"), and 64,237.5298 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"). 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 Solar Capital Partners. (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") and 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), a portion of both of which 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. In addition, the total includes 20,000 shares of the Issuer held by the GRAT, which Mr. Gross may be deemed to directly beneficially own as the sole trustee of the GRAT. Furthermore, the total includes 39,500 shares of the Issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan"). (Continued from Footnote (3)) Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan. Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I or Solar Capital II, 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. Messrs. Gross and Spohler, as administrators of the SCP Plan, elected to settle 64,237.5298 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. Gross's partial pecuniary interest as described in footnotes 2, 3 and 4. The settlement was approved in advance in accordance with Rule 16b-3. These 2,240,318 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 as a result of the settlement of the 64,237.5298 RSUs. 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 March 2, 2017 is based on prices ranging from a low of $22.16 per share to a high of $22.38 per share. The reporting person undertakes to provide to 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. RSUs with respect to 64,237.5298 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on November 25, 2014 and March 4, 2015 settled on March 1, 2017. 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. The administrators elected to settle the vested portion in cash. 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 Solar Capital Partners. Chief Executive Officer, President, Chairman of the Board /s/ Michael S. Gross 2017-03-03