0000899243-22-007427.txt : 20220223 0000899243-22-007427.hdr.sgml : 20220223 20220223174801 ACCESSION NUMBER: 0000899243-22-007427 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220218 FILED AS OF DATE: 20220223 DATE AS OF CHANGE: 20220223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Holdings Inc. CENTRAL INDEX KEY: 0001504722 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665293 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holdings Canada Inc. CENTRAL INDEX KEY: 0001540230 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665292 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: Brookfield Holdings Canada DATE OF NAME CHANGE: 20120123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield BHS Advisors LLC CENTRAL INDEX KEY: 0001760437 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665289 BUSINESS ADDRESS: STREET 1: 395 NINTH AVENUE 52ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-549-8400 MAIL ADDRESS: STREET 1: 395 NINTH AVENUE 52ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER NAME: FORMER CONFORMED NAME: Brookfield Hedge Solutions LLC DATE OF NAME CHANGE: 20181130 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 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665294 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: Brookfield Multi-Strategy Master Fund LP CENTRAL INDEX KEY: 0001909657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665287 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Inc. CENTRAL INDEX KEY: 0001768973 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665291 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 416-956-5188 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Multi-Strategy Fund GP LLC CENTRAL INDEX KEY: 0001909267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665288 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Public Securities Group Holdings LLC CENTRAL INDEX KEY: 0001909269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01180 FILM NUMBER: 22665290 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 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 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-18 0 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 90071 1 0 1 0 0001504722 Brookfield US Holdings Inc. BROOKFIELD PLACE, SUITE 300 181 BAY ST. P.O. BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001540230 Brookfield Holdings Canada Inc. BROOKFIELD PLACE, SUITE 300 181 BAY ST. P.O. BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001768973 Brookfield US Inc. BROOKFIELD PLACE, 15TH FLOOR 250 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001909269 Brookfield Public Securities Group Holdings LLC BROOKFIELD PLACE, 15TH FLOOR 250 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001760437 Brookfield BHS Advisors LLC 395 NINTH AVENUE, 52ND FLOOR NEW YORK NY 10001 0 0 1 0 0001909267 Brookfield Multi-Strategy Fund GP LLC 395 NINTH AVENUE, 52ND FLOOR NEW YORK NY 10001 0 0 1 0 0001909657 Brookfield Multi-Strategy Master Fund LP 395 NINTH AVENUE, 52ND FLOOR NEW YORK NY 10001 0 0 1 0 Common Stock, par value $0.01 per share 2022-02-18 4 P 0 11461 13.6079 A 20667011 D Common Stock, par value $0.01 per share 2022-02-22 4 P 0 18141 13.3911 A 20685152 D Common Stock, par value $0.01 per share 2022-02-23 4 P 0 18372 13.2193 A 20703524 D Includes shares acquired pursuant to the issuer's dividend reinvestment plan. OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 20,628,524 shares of the common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer"). Brookfield Multi-Strategy Master Fund LP, a Cayman Island exempted limited partnership ("Master Fund LP"), directly owns 75,000 shares of Common Stock of the Issuer. This Form 4 is being filed by (i) Oaktree Fund GP, LLC, a Delaware LLC ("GP LLC"), in its capacity as manager of OCMGH, (ii) Oaktree GP I, L.P., a Delaware limited partnership ("GP I LLC"), in its capacity as managing member of GP LLC, (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I, (iv) OCM Holdings I, LLC, a Delaware LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC, a Delaware LLC ("Holdings"), (Continued from Footnote 2) in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG; (viii) Brookfield Multi-Strategy Fund GP LLC, a Delaware LLC ("Multi-Fund Strategy Fund GP"), in its capacity as general partner of Master Fund LP; (xi) Brookfield BHS Advisors, LLC, a Delaware LLC ("BHS Advisors"), in its capacity as investment manager to Master Fund LP; (x) Brookfield Public Securities Group Holdings LLC, a Delaware LLC ("Securities Group Holdings"), (Continued from Footnote 3) in its capacity as managing manager of BHS Advisors; (xi) Brookfield US Inc., a Delaware corporation ("Brookfield US"), in its capacity as managing member of Securities Group Holdings; (xii) Brookfield US Holdings Inc., a Canadian corporation ("Brookfield US Holdings"), in its capacity as the sole shareholder of Brookfield US; (xiii) Brookfield Holdings Canada Inc., a Canadian corporation ("Brookfield Holdings Canada"), in its capacity as the sole shareholder of Brookfield US Holdings; (xiv) Brookfield Asset Management Inc., a Canadian corporation ("BAM"), in its capacity as the indirect owner of the class A units of OCG and sole shareholder of Brookfield Holdings Canada; and (xv) 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 BAM. 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 transaction was effected pursuant to a Rule 10b-5 plan adopted by the Reporting Persons. Form 2 of 2 Brookfield BHS Advisors LLC /s/ Brian Hourihan, Managing Director, Chief Compliance Officer and Regulatory Counsel 2022-02-23 Brookfield Public Securities Group Holdings LLC /s/ Brian Hourihan, Regulatory Counsel and Chief Compliance Officer 2022-02-23 Brookfield US Inc. /s/ Kathy Sarpash, Secretary 2022-02-23 Brookfield Multi-Strategy Fund GP LLC /s/ Bryan Gallagher, Legal Counsel 2022-02-23 Brookfield US Holdings Inc. /s/ Kathy Sarpash, Vice President and Secretary 2022-02-23 Brookfield Holdings Canada Inc. /s/ Kathy Sarpash, Vice-President and Secretary 2022-02-23 Brookfield Multi-Strategy Master Fund LP /s/ Bryan Gallagher, Legal Counsel 2022-02-23