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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Golub Capital Investment Corporation |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| Not Applicable |
| (CUSIP Number) |
| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| þ | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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 (the “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. N/A |
| 1. |
NAMES OF REPORTING PERSONS
Lawrence E. Golub | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
|
449,448.638 |
6. |
SHARED VOTING POWER
|
1,014,443.550 | |
7. |
SOLE DISPOSITIVE POWER
|
0 | |
8. |
SHARED DISPOSITIVE POWER |
5,779,951.610 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,779,951.610 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% | |
| 12. |
TYPE OF REPORTING PERSON
IN | |
| Item 1(a). | Name of Issuer: |
Golub Capital Investment Corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
666 Fifth Avenue, 18th Floor, New York, NY 10103
| Item 2(a). | Name of Person Filing: |
Lawrence E. Golub
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o Golub Capital Investment Corporation
666 Fifth Avenue, 18th Floor, New York, NY 10103
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value
| Item 2(e) | CUSIP Number: |
Not Applicable
| Item 3. | If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______________
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
| (a) | Amount beneficially owned: |
| 5,779,951.610 |
| (b) | Percent of class: |
| 10.7% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| 449,448.638 |
| (ii) | Shared power to vote or to direct the vote |
| 1,014,443.550 |
| (iii) | Sole power to dispose or to direct the disposition of |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
| 5,779,951.610 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Mr. Lawrence E. Golub is a control person of GCOP LLC, GEMS Fund, L.P. and GEMS Fund 4, L.P.
The shares of common stock shown as being owned by Mr. Lawrence E. Golub reflect the fact that, due to his control of GCOP LLC, he may be viewed as having shared voting and dispositive power over all of the 1,004,905.973 shares of common stock directly owned by GCOP LLC as of December 31, 2017.
The shares of common stock shown as being owned by Mr. Lawrence E. Golub reflect the fact that, due to his control of GEMS Fund, L.P., he may be viewed as having shared dispositive power over all of the 3,380,090.639 shares of common stock directly owned by GEMS Fund, L.P. as of December 31, 2017 although voting rights have been passed through to the limited partners. Mr. Lawrence E. Golub disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
Mr. Lawrence E. Golub indirectly beneficially owns 326,663.363 shares of common stock through investments in GEMS Fund, L.P., which directly owns 3,380,090.639 shares of common stock. Mr. Lawrence E. Golub has sole voting power over 319,910.545 shares and shared voting power over 6,752.818 shares, as the voting rights to the common stock owned by GEMS Fund, L.P. have been passed through to the partners of such entity.
The shares of common stock shown as being owned by Mr. Lawrence E. Golub reflect the fact that, due to his control of GEMS Fund 4, L.P., he may be viewed as having shared dispositive power over all of the 1,394,954.998 shares of common stock directly owned by GEMS Fund 4, L.P. as of December 31, 2017 although voting rights have been passed through to the limited partners. Mr. Lawrence E. Golub disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
Mr. Lawrence E. Golub indirectly beneficially owns 132,322.852 shares of common stock through investments in GEMS Fund 4, L.P., which directly owns 1,394,954.998 shares of common stock. Mr. Lawrence E. Golub has sole voting power over 129,538.093 shares and shared voting power over 2,784.759 shares, as the voting rights to the common stock owned by GEMS Fund 4, L.P. have been passed through to the partners of such entity.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certifications. |
Not Applicable
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.
| February 14, 2018 | |
| Date | |
| /s/ Lawrence E. Golub | |
| Signature | |
| Lawrence E. Golub | |
| Name/Title |