0000899243-19-006357.txt : 20190305 0000899243-19-006357.hdr.sgml : 20190305 20190305213451 ACCESSION NUMBER: 0000899243-19-006357 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190301 FILED AS OF DATE: 20190305 DATE AS OF CHANGE: 20190305 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: 19661100 MAIL ADDRESS: STREET 1: C/O SOLAR CAPITAL LTD. STREET 2: 500 PARK AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-01 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 2019-03-01 4 M 0 75406.2753 D 2184577.7247 I See Footnotes Common Stock 2019-03-01 4 A 0 75406.2753 A 2259984 I See Footnotes Common Stock 2019-03-04 4 P 0 7777 21.5408 A 2267761 I See Footnotes Common Stock 165894 D Restricted Stock Units 2019-03-01 4 M 0 75406.2753 D Common Stock, par value $0.01 per share 41951.7649 I See Footnote Restricted Stock Units 2019-03-05 4 E 0 3776.9981 D Common Stock, par value $0.01 per share 121104.2218 I See Footnote Restricted Stock Units 2019-03-05 4 A 0 87143.7782 0.00 D Common Stock, par value $0.01 per share 87143.7782 87143.7782 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 208,248 shares of Solar Capital Ltd. (the "Issuer") held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), 83,183.2753 of which is reported as purchased on this Form 4. 7,777 shares acquired were purchased in the open market for the purpose of satisfying obligations related to its grants of restricted stock units ("RSUs"), and 75,406.2753 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 75,406.2753 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 2,259,984 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 75,406.2753 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 4, 2019 is based on prices ranging from a low of $21.36 per share to a high of $21.66 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 75,406.2753 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on March 2, 2016 and March 9, 2017 settled on March 1, 2019. 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. The RSUs with respect to 3,776.9981 shares held by the SCP Plan granted to certain of Solar Capital Partners's employees on March 9, 2017 and August 14, 2018 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. Gross and Spohler. 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. Grants of new RSUs with respect to 87,143.7782 shares held by the SCP Plan to certain of Solar Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated March 5, 2019. Shares of the common stock of the Issuer underlying the RSUs are scheduled to vest in installments of 50% on March 1, 2021 and 50% on March 1, 2022. 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. Gross and Spohler. Chief Executive Officer, President, Chairman of the Board /s/ Michael S. Gross 2019-03-05