Sec Form 4 Filing - TANNENBAUM LEONARD M @ Fifth Street Finance Corp. - 2016-09-07

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TANNENBAUM LEONARD M
2. Issuer Name and Ticker or Trading Symbol
Fifth Street Finance Corp. [ FSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FIFTH STREET (FSC),, 777 WEST PUTNAM AVENUE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2016
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
PSA in respect of Swaps $ 6.25 ( 1 ) ( 2 ) ( 3 ) 09/07/2016 X( 1 )( 2 )( 3 ) 1 ( 1 )( 2 )( 3 ) 09/07/2016( 1 )( 2 )( 3 ) Common stock, par value $0.01 per share 3,878,542 ( 1 ) ( 2 ) ( 3 ) 0 I By Partnership ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANNENBAUM LEONARD M
C/O FIFTH STREET (FSC),
777 WEST PUTNAM AVENUE, 3RD FLOOR
GREENWICH, CT06830
X
Fifth Street Asset Management Inc.
777 WEST PUTNAM AVENUE
3RD FLOOR
GREENWICH, CT06830
X
Fifth Street Holdings L.P.
777 WEST PUTNAM AVENUE
3RD FLOOR
GREENWICH, CT06830
X
Signatures
/s/ Leonard M. Tannenbaum 09/09/2016
Signature of Reporting Person Date
FIFTH STREET ASSET MANAGEMENT INC., By: /s/ Leonard M. Tannenbaum 09/09/2016
Signature of Reporting Person Date
FIFTH STREET HOLDINGS, L.P., By: Fifth Street Asset Management Inc., its General Partner, By: /s/ Leonard M. Tannenbaum 09/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of Mr. Tannenbaum, Fifth Street Asset Management Inc. and Fifth Street Holdings L.P. ("FSH") (together, the "Reporting Persons") is a party to the Purchase and Settlement Agreement, dated as of February 18, 2016 ( the "PSA"), entered into by and among Fifth Street Finance Corp. (the "Company"), the Reporting Persons and the Sellers (as defined below). The "Sellers" are RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund (collectively, the "RiverNorth Parties"), Randy I. Rochman, Fred G. Steingraber and Murray R. Wise. Pursuant to the PSA, the Reporting Persons agreed with the counterparties (the "Counterparties" and each a "Counterparty") to certain cash-settled total return swap agreements (the "Swaps" and each a "Swap") in reference to an aggregate 3,878,542 shares of Company common stock, par value $0.01 per share (continued in footnote 2)
( 2 )(the "Common Stock") that upon the applicable valuation or deemed valuation of any such Swap, (i) if in any case the final price applicable to such Swap, as between the applicable Counterparty and the bank with which the applicable Counterparty had entered into such Swap (or deemed final price deemed applicable under the PSA), was greater than $6.25 per share, then such Counterparty shall pay to FSH a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of such final price over $6.25, and (ii) if in any case such final price (or deemed final price applicable under the PSA) was less than $6.25 per share, then FSH shall pay to such Counterparty a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of $6.25 over such final price. On September 7, 2016, FSH and the Counterparties agreed that the amount then due from FSH to the Counterparties under the terms of the PSA was $160,265.90. (continued in footnote 3)
( 3 )On that date, the Reporting Persons and the RiverNorth Parties entered into the Mutual Release and Waiver of Rights under the PSA (the "Mutual Release and Waiver") pursuant to which the Reporting Persons paid the Counterparties or their affiliates the entire amount of $160,265.90 then due under the PSA (such payment, the "Swap Settlement"). As a result of the Swap Settlement, the Reporting Persons no longer have a pecuniary interest in the Swaps.

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