Sec Form 3 Filing - Repertoire Partners LP @ Portman Ridge Finance Corp - 2023-10-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Repertoire Partners LP
2. Issuer Name and Ticker or Trading Symbol
Portman Ridge Finance Corp [ PTMN]
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)
345 CALIFORNIA STREET, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2023
(Street)
SAN FRANCISCO, CA94104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 1,083,825 I See Note ( 1 )
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
Equity Swap (obligation to buy) ( 2 ) $ 23.7618 ( 2 ) 08/27/2021 08/27/2024 Common Stock 15,426 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.488 ( 2 ) 11/29/2021 11/29/2024 Common Stock 37,489 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.5297 ( 2 ) 12/03/2021 12/03/2024 Common Stock 20,178 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.53 ( 2 ) 11/24/2021 11/24/2024 Common Stock 1,435 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 23.19 ( 2 ) 07/19/2021 07/19/2024 Common Stock 25,000 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 23.7385 ( 2 ) 05/28/2021 05/28/2024 Common Stock 10,319 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.4225 ( 2 ) 12/10/2021 12/10/2024 Common Stock 10,798 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 21.2654 ( 2 ) 03/24/2021 03/24/2024 Common Stock 7,632 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.4481 ( 2 ) 11/26/2021 11/26/2024 Common Stock 3,642 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.6301 ( 2 ) 11/30/2021 11/30/2024 Common Stock 64,651 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 23.8879 ( 2 ) 06/29/2021 06/29/2024 Common Stock 593 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.5296 ( 2 ) 12/06/2021 12/06/2024 Common Stock 25,000 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.5293 ( 2 ) 12/02/2021 12/02/2024 Common Stock 4,127 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 22.52 ( 2 ) 11/30/2022 11/30/2025 Common Stock 106 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 21.7256 ( 2 ) 03/25/2021 03/25/2024 Common Stock 14,643 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 23.9973 ( 2 ) 10/07/2021 10/07/2024 Common Stock 64,922 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.4044 ( 2 ) 12/09/2021 12/09/2024 Common Stock 7,513 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 23.9751 ( 2 ) 09/01/2021 09/01/2024 Common Stock 9,912 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 21.8799 ( 2 ) 03/31/2021 03/31/2024 Common Stock 17,394 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.3787 ( 2 ) 12/15/2021 12/15/2024 Common Stock 32,940 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.4102 ( 2 ) 12/13/2021 12/13/2024 Common Stock 8,715 I See Note ( 1 )
Equity Swap (obligation to buy) ( 2 ) $ 24.4104 ( 2 ) 12/14/2021 12/14/2024 Common Stock 13,016 I See Note ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Repertoire Partners LP
345 CALIFORNIA STREET, SUITE 600
SAN FRANCISCO, CA94104
X
Signatures
/s/ Deepak Sarpangal, Managing Member of the General Partner of Repertoire Partners LP 10/05/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Repertoire Partners LP ("Repertoire") is the investment adviser to Repertoire Master Fund LP (the "Master Fund"). Repertoire Holdings LLC ("Holdings") is the general partner of the Master Fund. Deepak Sarpangal is the control person of both Repertoire and Holdings. These securities are held directly by the Master Fund for the benefit of its investors. The securities may be deemed to be beneficially owned by Repertoire as the investment adviser to the Master Fund, by Holdings as the general partner of the Master Fund and by Mr. Sarpangal as the control person of Repertoire and Holdings. Each of Repertoire, Holdings and Mr. Sarpangal disclaims beneficial ownership of such securities except to the extent of that person's pecuniary interest therein.
( 2 )Pursuant to an equity swap agreement entered into by the Master Fund with a counterparty, upon expiration of the 3-year term of the agreement, (1) the Master Fund will be obligated to pay to the counterparty the price per share set forth in Column 4 for the notional number of shares of PTMN common stock set forth in Column 3, and (2) the counterparty will be obligated to pay to the Master Fund the market value of the notional number of shares of PTMN common stock set forth in Column 3 as of the end of that period. The Master Fund will pay to the counterparty monthly interest on the purchase price of the notional shares, at a rate tied to a market index, and the counterparty will pay to the Master Fund all dividends and similar distributions paid on an equivalent number of shares of PTMN common stock during the term.

Remarks:
Before 10/2/2023, the Master Fund reported the securities subject to this report and transactions in those securities. Effective as of 10/2/2023, the Master Fund beneficially owns less than 10% of the outstanding shares of the issuer and is no longer subject to the reporting requirement of Section 16(a) of the Securities and Exchange Act. While Repertoire previously did not file a Form 3 in reliance on Rule16a-1(a)(1)(v) under the Act, Repertoire is filing this Form 3 because it may be deemed to indirectly beneficially own more than 10% of the outstanding shares of the issuer. Repertoire is filing this Form 4 on behalf of itself, Holdings and Mr. Sarpangal. The filers are filing this Form jointly, but not as a group, and each expressly disclaims membership in a group.

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).
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