0001144204-16-123899.txt : 20160914 0001144204-16-123899.hdr.sgml : 20160914 20160914160813 ACCESSION NUMBER: 0001144204-16-123899 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160914 DATE AS OF CHANGE: 20160914 GROUP MEMBERS: FIFTH STREET ASSET MANAGEMENT INC. GROUP MEMBERS: FIFTH STREET HOLDINGS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fifth Street Senior Floating Rate Corp. CENTRAL INDEX KEY: 0001577791 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87892 FILM NUMBER: 161885187 BUSINESS ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 681-3600 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANNENBAUM LEONARD M CENTRAL INDEX KEY: 0001200461 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 10 BANK STREET, 12TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 SC 13D/A 1 v448787_sc13d-a.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 12)*†

Fifth Street Senior Floating Rate Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

31679F 10 1

(CUSIP Number)

Leonard M. Tannenbaum

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

(203) 681-3600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 13, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

† This Schedule 13D/A constitutes (i) Amendment No. 5 to the Schedule 13D of Fifth Street Asset Management Inc. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on April 8, 2016, Amendment No. 2 filed on August 16, 2016, Amendment No. 3 filed on August 26, 2016 and Amendment No. 4 filed on September 8, 2016, (ii) Amendment No. 4 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on August 16, 2016, Amendment No. 2 filed on August 26, 2016 and Amendment No. 3 filed on September 8, 2016 and (iii) Amendment No. 12 to the Schedule 13D of Leonard M. Tannenbaum originally filed on March 21, 2014, as amended by Amendment No. 1 filed on March 24, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on December 22, 2014, Amendment No. 4 filed on May 26, 2015, Amendment No. 5 filed on December 2, 2015, Amendment No. 6 filed on December 31, 2015, Amendment No. 7 filed on February 3, 2016, Amendment No. 8 filed on February 24, 2016, Amendment No. 9 filed on August 16, 2016, Amendment No. 10 filed on August 26, 2016 and Amendment No. 11 filed on September 8, 2016.

CUSIP No. 31679F 10 1

	1.	Names of Reporting Persons. Leonard M. Tannenbaum

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	þ

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF, AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,558,429.622

			8.	Shared Voting Power 1,381,752

			9.	Sole Dispositive Power 4,558,429.622

			10.	Shared Dispositive Power 1,381,752

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,940,181.622

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 20.2%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 31679F 10 1

	1.	Names of Reporting Persons. Fifth Street Asset Management Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	þ

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,381,752

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,381,752

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,381,752

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.7%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 31679F 10 1

	1.	Names of Reporting Persons. Fifth Street Holdings L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	þ

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,381,752

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,381,752

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,381,752

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.7%

	14.	Type of Reporting Person (See Instructions) PN

This Schedule 13D/A constitutes (i) Amendment No. 5 to the Schedule 13D of Fifth Street Asset Management Inc. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on April 8, 2016, Amendment No. 2 filed on August 16, 2016, Amendment No. 3 filed on August 26, 2016 and Amendment No. 4 filed on September 8, 2016, (ii) Amendment No. 4 to the Schedule 13D of Fifth Street Holdings L.P. originally filed on February 24, 2016, as amended by Amendment No. 1 filed on August 16, 2016, Amendment No. 2 filed on August 26, 2016 and Amendment No. 3 filed on September 8, 2016 and (iii) Amendment No. 12 to the Schedule 13D of Leonard M. Tannenbaum originally filed on March 21, 2014, as amended by Amendment No. 1 filed on March 24, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on December 22, 2014, Amendment No. 4 filed on May 26, 2015, Amendment No. 5 filed on December 2, 2015, Amendment No. 6 filed on December 31, 2015, Amendment No. 7 filed on February 3, 2016, Amendment No. 8 filed on February 24, 2016, Amendment No. 9 filed on August 16, 2016, Amendment No. 10 filed on August 26, 2016 and Amendment No. 11 filed on September 8, 2016.

Item 2.	Identity and Background
Item 2 is amended by adding the following: The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A, which replaces the corresponding schedule attached to the Tenth Amended Schedule 13D on August 26, 2016.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is amended by adding the following: The acquisition by FSH reported in Item 5(c) was made using FSH’s working capital.
Item 5.	Interest in Securities of the Issuer
Item 5 is amended and restated as follows: (a)-(b) The information set forth in rows 7 through 13 of each cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 29,466,768 outstanding Shares as of August 9, 2016, as reported in the Issuer’s Form 10-Q filed on August 9, 2016. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power, (i) 4,451,920.622 Shares are held by him directly; (ii) 95,634 Shares are held by the Leonard M. Tannenbaum Foundation (the “Foundation”), for which Mr. Tannenbaum serves as the President; and (iii) 10,875 Shares are held as custodian for his three children (in the amounts of 7,500 Shares, 2,000 Shares and 1,375 Shares). The 1,381,752 Shares over which Mr. Tannenbaum has shared voting and dispositive power are directly held by FSH. The 1,381,752 Shares over which FSAM has shared voting and dispositive power are directly held by FSH. (c) On September 13, 2016, FSH purchased 865,868 Shares, at a price of $8.52 per Share, from The Mangrove Partners Master Fund, Ltd. (the “Master Fund”). Nathanial August, a director of FSAM, may be deemed to beneficially own Shares held by the Master Fund by virtue of his relationship with the Master Fund. On August 31, 2016, Mr. Tannenbaum acquired 1.108 Shares at a price of $8.8952 per share pursuant to Mr. Tannenbaum's participation in the Issuer's dividend reinvestment plan. (d) FSH has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,381,752 Shares beneficially owned by Mr. Tannenbaum and FSAM. The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 95,634 Shares beneficially owned by Mr. Tannenbaum. Mr. Tannenbaum’s children have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 10,875 Shares beneficially owned by Mr. Tannenbaum.

Schedule A

Name	Position at FSAM	Business Address / Address of Employer	Principal Occupation or Employment	Name and Principal Business of Employer	Beneficial Ownership of Shares¹
Leonard M. Tannenbaum	Chairman of the Board and Chief Executive Officer	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	See Item 5
Bernard D. Berman	Co-President and Chief Compliance Officer	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	83,500 Shares 0.3%
Todd G. Owens	Co-President	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	35,000 Shares 0.1%
Alexander C. Frank	Chief Operating Officer, Chief Financial Officer and Director	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	3,000 Shares <0.1%
Ivelin M. Dimitrov	Chief Investment Officer	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	17,867 Shares 0.1%
James F. Velgot	Chief of Staff and Director	777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830	N/A	N/A	3,000 Shares <0.1%
Thomas H. Brandt	Director	87 Main Street New Haven, CT 06840	Co-Owner and Director of Real Estate	College Street Foods, LLC, a restaurant business	None
Thomas L. Harrison	Director	437 Madison Avenue New York, NY 10022	Chairman Emeritus	Diversified Agency Services, a division of Omnicom Group Inc., a marketing communications services company	None
Michael Arthur	Director	437 South Bristol Ave. Los Angeles, CA 90049	Owner	Michael Arthur & Associates, a consulting firm	None
Nathaniel August	Director	645 Madison Avenue 14th Floor New York, NY 10022	President and Portfolio Manager	Mangrove Partners, an investment manager	None

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 14, 2016

/s/ Leonard M. Tannenbaum
LEONARD M. TANNENBAUM

FIFTH STREET ASSET MANAGEMENT INC.

By:	/s/ Leonard M. Tannenbaum
Name:	Leonard M. Tannenbaum
Title:	Chief Executive Officer

FIFTH STREET HOLDINGS, L.P.

By: Fifth Street Asset Management Inc., its general partner

By:	/s/ Leonard M. Tannenbaum
Name:	Leonard M. Tannenbaum
Title:	Chief Executive Officer