0001104659-18-031810.txt : 20180510 0001104659-18-031810.hdr.sgml : 20180510 20180509175655 ACCESSION NUMBER: 0001104659-18-031810 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180510 DATE AS OF CHANGE: 20180509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Owl Rock Capital Corp II CENTRAL INDEX KEY: 0001655887 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89955 FILM NUMBER: 18819782 BUSINESS ADDRESS: STREET 1: C/O SUTHERLAND ASBILL & BRENNAN LLP STREET 2: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (917) 282-0777 MAIL ADDRESS: STREET 1: C/O SUTHERLAND ASBILL & BRENNAN LLP STREET 2: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIPSCHULTZ MARC S CENTRAL INDEX KEY: 0001081717 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 a18-13225_2sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Owl Rock Capital Corporation II

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

69121D 100

(CUSIP Number)

 

Marc Lipschultz

Owl Rock Capital Corporation II

245 Park Avenue, 41st Floor

New York, NY 10167

(212) 419-3000

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

 

May 9, 2018

(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, 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

* 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 ("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).

 


 

SCHEDULE 13D

 

CUSIP No.   

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

 

 

MARC S. LIPSCHULTZ

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
PF

 

 

5

Check Box 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
398,230.089

 

8

Shared Voting Power
553,638.152

 

9

Sole Dispositive Power
398,230.089

 

10

Shared Dispositive Power
553,638.152

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
398,230.089

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
4.86%

 

 

14

Type of Reporting Person*
IN

 

2


 

Item 1.

Security and Issuer

 

This Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Owl Rock Capital Corporation II (the “Issuer”).  The address of the principal executive offices of the Issuer is 245 Park Avenue, 41st Floor, New York, NY 10167. Capitalized terms used, but not defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.

 

This Amendment No. 1 is being filed by the Reporting Person to reflect a decrease in its beneficial ownership percentage solely as a result of the issuance by the Issuer of additional shares of Common Stock, including shares issued in its continuous public offering of up to 264,000,000 shares of Common Stock, and not as a result of any decrease in the number of shares of Common Stock beneficially owned by the Reporting Person. As set forth below, as a result of such issuances by the Issuer of additional shares of Common Stock, the Reporting Person has ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.  Therefore, the filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.  Except as specifically set forth herein, the Schedule 13D, as so amended, remains unmodified.

 

 

Item 5.

Interest in Securities of the Issuer

 

(a)   As of the date of this filing on Schedule 13D, there are 19,605,847.797 shares of Common Stock outstanding, of which Mr. Lipschultz owns 951,868.241 shares* of Common Stock representing 4.86% of the outstanding shares of Common Stock.

 

*                                         Mr. Lipschultz expressly declares that the filing of this Amendment No. 1 shall not be construed as an admission that he is the beneficial owner of the 553,638.152 shares of Common Stock purchased by the Lipschultz Family 2004 Long Term Family Trust (the “Trust”) for the purposes of Section 13(d) and 13(g) of the Securities Exchange Act of 1934.

 

(b)           Mr. Lipschultz has the sole power to vote and dispose of the 398,230.089 shares of Common Stock he holds and shares power to vote and dispose of the 553,638.152 shares of Common Stock held by the Trust.

 

(c)           None

 

(d)           None

 

(e)           As of May 9, 2018, the Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.

 

3


 

SIGNATURE

 

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:  May 9, 2018

 

 

By:

/s/ Marc Lipschultz

 

Name: Marc Lipschultz

 

4