Sec Form 13D Filing - TANNENBAUM LEONARD M filing for Oaktree Specialty Lending Corp (OCSL) - 2021-03-26

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 17)*

 

 

Oaktree Specialty Lending Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

67401P 108

(CUSIP Number)

 

Leonard M. Tannenbaum

525 Okeechobee Boulevard, Suite 1770

West Palm Beach, FL 33401

(203) 930-2139

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

 

March 19, 2021

(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. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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 (“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).

 

 

 
 
CUSIP No. 67401P 108 13D Page 2 of 5 Pages

 

1

Name of Reporting Persons

 

Leonard M. Tannenbaum

2

Check the Appropriate Box if a Member of a Group

(See Instructions)

(a) ¨

(b)x

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

PF, AF, OO

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)          ¨
6

Citizenship or Place of Organization

 

United States of America

Number of Shares
Beneficially
Owned by Each
Reporting Person
With
7

Sole Voting Power

 

8

Shared Voting Power

 

25,835,076

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

25,835,076

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

25,835,076

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares)                  ¨

(See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

14.3%

14

Type of Reporting Person (See Instructions)

 

IN

       
 
 
CUSIP No. 67401P 108 13D Page 3 of 5 Pages

 

Item 1.Security and Issuer

 

This Schedule 13D/A constitutes Amendment No. 17 to the Schedule 13D filed by Leonard M. Tannenbaum on December 31, 2015, as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017, March 10, 2017, March 27, 2017, July 17, 2017, October 4, 2017, October 25, 2017, April 12, 2019, July 9, 2019, December 20, 2019, January 30, 2020 and December 15, 2020. Except as amended herein, each such prior Schedule 13D, as previously amended, remains in effect. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the reporting persons’ Schedules 13D as previously amended.

 

Item 4.Purpose of Transaction

 

Item 4 is hereby amended to add the following:

 

Pursuant to the Agreement and Plan of Merger, dated as of October 28, 2020 (the “Merger Agreement”), by and among the Issuer, Oaktree Strategic Income Corporation (“OCSI”), Lion Merger Sub, Inc. and Oaktree Fund Advisors LLC (for the limited purposes set forth therein), each share of OCSI common stock, par value $0.01 per share, was converted into the right to receive 1.3371 shares of the Issuer’s common stock, par value $0.01 per share (“Shares”), having a market value of $6.16 per share at the close of trading on March 18, 2021.

 

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 the cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 140,960,651 Shares outstanding as of February 2, 2021, as reported in the Issuer’s Form 10-Q as filed on February 4, 2021, and 39,400,011 Shares issued pursuant to the Merger Agreement, as reported in the Issuer’s Form 8-K as filed on March 19, 2021. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Tannenbaum has shared voting and dispositive power with Oaktree over the following Shares: (i) 23,122,479 Shares held by Mr. Tannenbaum directly; (ii) 1,379,824 Shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; and (iii) 1,332,773 Shares held directly by the Leonard M. Tannenbaum 2012 Trust for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman and Mr. James Castro-Blanco are Co-Trustees.

 

(c)       Schedule A sets forth all transactions with respect to Shares effected during the past 60 days.

 

 
 
CUSIP No. 67401P 108 13D Page 4 of 5 Pages

 

Schedule A

 

Name Date of Transaction Description of Transaction Amount of Securities Price per Share1
Leonard M. Tannenbaum February 19, 2021 Open-Market Sale 72,600 $6.1066
Leonard M. Tannenbaum February 22, 2021 Open-Market Sale 100,000 $6.1423
Leonard M. Tannenbaum February 23, 2021 Open-Market Sale 54,798 $6.1054
Leonard M. Tannenbaum February 24, 2021 Open-Market Sale 100,000 $6.1471
Leonard M. Tannenbaum February 25, 2021 Open-Market Sale 5,100 $6.2016
Leonard M. Tannenbaum February 26, 2021 Open-Market Sale 31,500 $6.1596
Leonard M. Tannenbaum March 1, 2021 Open-Market Sale 63,779 $6.2053
Leonard M. Tannenbaum March 2, 2021 Open-Market Sale 81,202 $6.2415
Leonard M. Tannenbaum March 3, 2021 Open-Market Sale 14,985 $6.2517
Leonard M. Tannenbaum March 4, 2021 Open-Market Sale 1,800 $6.25
Leonard M. Tannenbaum March 9, 2021 Open-Market Sale 18,597 $6.256
Leonard M. Tannenbaum March 10, 2021 Open-Market Sale 67,411 $6.257
Leonard M. Tannenbaum March 11, 2021 Open-Market Sale 100,000 $6.2608
Leonard M. Tannenbaum March 12, 2021 Open-Market Sale 100,000 $6.2615
Leonard M. Tannenbaum March 15, 2021 Open-Market Sale 100,000 $6.2881
Leonard M. Tannenbaum March 16, 2021 Open-Market Sale 77,050 $6.3046
Leonard M. Tannenbaum March 18, 2021 Open-Market Sale 100 $6.25
Leonard M. Tannenbaum March 19, 2021 Acquisition of Shares pursuant to the Merger Agreement 8,485,991 $6.16
Leonard M. Tannenbaum March 19, 2021 Open-Market Sale 4,393 $6.2509
Leonard M. Tannenbaum March 22, 2021 Open-Market Sale 4,500 $6.2502

 

1 Price per Share excludes commissions paid.

 

 
 

CUSIP No. 67401P 108 13D Page 5 of 5 Pages

 

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: March 26, 2021

 

/s/ Leonard M. Tannenbaum    
LEONARD M. TANNENBAUM