| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Owl Rock Capital Corp III [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 12/08/2020 | X(1) | 895,151.05 | A | $14.32 | 2,968,329.205 | D(2)(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Obligation to Buy | $14.32 | 12/08/2020 | X(1) | 895,151.05 | (3) | (3) | Common Stock | 895,151.05 | (3) | 0 | D(2)(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On December 8, 2020, Owl Rock Capital Corporation III, a Maryland corporation (the "Issuer") issued 895,151.05 of its shares of common stock, par value $0.01 per share to ORCC III Warehouse L.L.C., a Delaware limited liability company ("ORCC III Warehouse") in connection with a mandatory capital call made by the Issuer pursuant to the terms and conditions of the Subscription Agreement previously entered into between ORCC III Warehouse and the Issuer. |
| 2. This Form 4 is being jointly filed by and on behalf of each of ORCC III Warehouse L.L.C., Oak Lawn Direct Investors GP, L.L.C., a Delaware limited liability company ("Oak Lawn"), CH Investment Partners, L.L.C., a Delaware limited liability company ("CHIP"), I35 Advisors, Inc., a Texas corporation ("I35"), Kirk L. Rimer and Michael R. Silverman. ORCC III Warehouse is the record and direct beneficial owner of the securities covered by this statement. Oak Lawn is the managing member of, and may be deemed to beneficially own securities owned by, ORCC III Warehouse. |
| 3. CHIP serves as the investment manager to ORCC III Warehouse and has been granted exclusive investment discretion and investment management authority with respect to ORCC III Warehouse and its investments, including the securities covered by this statement, but CHIP generally must seek voting instructions from the members of ORCC III Warehouse and vote in accordance with such instructions. I35 is the manager of, and may be deemed to beneficially own securities beneficially owned by, Oak Lawn. Michael Silverman and Kirk Rimer serve as Co-Presidents of I35, and may be deemed to beneficially own securities beneficially owned by, I35. |
| 4. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities. |
| Remarks: |
| Exhibit Index Exhibit 24.1 - Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form 3 filed on August 4, 2020) |
| ORCC III WAREHOUSE L.L.C., By: Oak Lawn Direct Investors GP, L.L.C., Its: Managing Member, By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory | 12/10/2020 | |
| OAK LAWN DIRECT INVESTORS GP, L.L.C., By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory | 12/10/2020 | |
| I35 ADVISORS, INC., By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory | 12/10/2020 | |
| CH INVESTMENT PARTNERS, L.L.C., By: Oak Lawn Capital Management, L.P., Its: Managing Member, By: I35 Advisors, Inc., Its: General Partner, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory | 12/10/2020 | |
| KIRK L. RIMER, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory | 12/10/2020 | |
| MICHAEL R. SILVERMAN, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory | 12/10/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||