Sec Form 13D Filing - TANNENBAUM LEONARD M filing for Oaktree Strategic Income Corp (OCSI) - 2019-05-28

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

 

May 23, 2019

(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 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).

 

 

 

CUSIP No.   67402D 104

 

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)     ¨
6.	Citizenship or Place of Organization United States of America

 

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 7,349,441
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 7,349,441

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,349,441
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 24.9%
14.	Type of Reporting Person (See Instructions) IN

 

 

CUSIP No.   67402D 104

 

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)     ¨
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 2,023,022
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 2,023,022

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,023,022
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 6.9%
14.	Type of Reporting Person (See Instructions) CO

 

 

CUSIP No.   67402D 104

 

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)     ¨
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 2,023,022
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 2,023,022

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,023,022
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.	Percent of Class Represented by Amount in Row (11) 6.9%
14.	Type of Reporting Person (See Instructions) PN

  

 

CUSIP No. 67402D 104

 

This Schedule 13D/A (“Amendment”) constitutes (i) Amendment No. 11 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, Amendment No. 4 filed on September 8, 2016, Amendment No. 5 filed on September 14, 2016, Amendment No. 6 filed on October 5, 2016, Amendment No. 7 filed on December 8, 2016, Amendment No. 8 filed on July 17, 2017, Amendment No. 9 filed on October 4, 2017 and Amendment No. 10 filed on September 26, 2018, (ii) Amendment No. 10 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, Amendment No. 3 filed on September 8, 2016, Amendment No. 4 filed on September 14, 2016, Amendment No. 5 filed on October 5, 2016, Amendment No. 6 filed on December 8, 2016, Amendment No. 7 filed on July 17, 2017, Amendment No. 8 filed on October 4, 2017, and Amendment No. 9 filed on September 26, 2018 and (iii) Amendment No. 18 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, Amendment No. 11 filed on September 8, 2016, Amendment No. 12 filed on September 14, 2016, Amendment No. 13 filed on October 5, 2016, Amendment No. 14 filed on December 9, 2016, Amendment No. 15 filed on July 17, 2017, Amendment No. 16 filed on October 4, 2017 and Amendment No. 17 filed on September 26, 2018. 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 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 on Schedule A, which replaces the corresponding schedule attached to that certain amendment to this Schedule 13D filed on September 26, 2018.

 

Item 5. Interests in Securities of the Issuer

 

Items 5(a)-(c) are hereby amended and restated in their entirety 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 29,466,768 outstanding shares as of May 6, 2019, as reported in the Issuer’s Form 10-Q filed on May 8, 2019. For purposes of Section 13 of the Securities Exchange Act of 1934, as amended, Mr. Tannenbaum and Oaktree have shared voting and dispositive power over the following shares of common stock of Oaktree Strategic Income Corporation (OCSI): (i) 5,080,543 shares held by Mr. Tannenbaum directly, (ii) 95,634 shares held by the Leonard M. Tannenbaum Foundation, for which Mr. Tannenbaum serves as the President; and (iii) 139,367 shares held directly by the Leonard M. Tannenbaum 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee and (iv) 2,023,022 shares held directly by FSH.

 

(c)          Schedule B sets forth all transactions with respect to shares of Oaktree Strategic Income Corporation effected during the past 60 days.

 

 

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		555 Washington Avenue, Suite 240 Miami Beach, FL 33139		N/A		N/A		See Item 5
Bernard D. Berman		Director; President and Chief Compliance Officer		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		112,000 Shares (0.4%)
Jodi Bond		Director		1001 G Street NW, Suite 400 Washington, DC 20001		Executive Vice President, Global Government and Industry Affairs		Chubb Limited, a property and casualty insurance company		None
Thomas H. Brandt		Director		67 Wesgate Drive Stamford, CT 06902		N/A		N/A		2,500 Shares (<0.1%)
Alexander C. Frank		Director		777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830		N/A		N/A		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

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

 

 

Schedule B

 

All transactions were sales of Shares effected in the open market, and the price per share excludes commissions paid.

 

Name		Date of Transaction		Amount of Securities				Price per Share
Fifth Street Holdings L.P.		April 29, 2019			200			$	8.6200
Fifth Street Holdings L.P.		April 30, 2019			3,018			$	8.6376
Fifth Street Holdings L.P.		May 1, 2019			6,600			$	8.6385
Fifth Street Holdings L.P.		May 2, 2019			11,600			$	8.6259
Fifth Street Holdings L.P.		May 3, 2019			3,256			$	8.6468
Fifth Street Holdings L.P.		May 6, 2019			2,600			$	8.6220
Fifth Street Holdings L.P.		May 7, 2019			385			$	8.6200
Fifth Street Holdings L.P.		May 9, 2019			3,150			$	8.5049
Fifth Street Holdings L.P.		May 10, 2019			7,600			$	8.5199
Fifth Street Holdings L.P.		May 17, 2019			6,800			$	8.5073
Fifth Street Holdings L.P.		May 20, 2019			6,045			$	8.5110
Fifth Street Holdings L.P.		May 21, 2019			100			$	8.5000
Fifth Street Holdings L.P.		May 22, 2019			2,100			$	8.5017
Fifth Street Holdings L.P.		May 23, 2019			232,014			$	8.5006

 

 

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: May 28, 2019

 

	/s/ Leonard M. Tannenbaum
	LEONARD M. TANNENBAUM
	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
	FIFTH STREET ASSET MANAGEMENT INC.
	By:	/s/ Leonard M. Tannenbaum
	Name:	Leonard M. Tannenbaum
	Title:	Chief Executive Officer