Sec Form 4 Filing - GROSS MICHAEL S @ Solar Senior Capital Ltd. - 2020-09-01

Insider filing report for Changes in Beneficial Ownership
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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
GROSS MICHAEL S
2. Issuer Name and Ticker or Trading Symbol
Solar Senior Capital Ltd. [ SUNS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O SOLAR SENIOR CAPITAL LTD.,, 500 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2020
(Street)
NEW YORK, NY10022
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 09/01/2020 P 2,635 A $ 13.15 ( 1 ) 653,578 ( 2 ) ( 3 ) ( 4 ) I See Footnotes ( 2 ) ( 3 ) ( 4 )
Common Stock 09/01/2020 P 5,000 A $ 13.16 ( 5 ) 236,608 D
Common Stock 09/02/2020 P 3,844 A $ 13.2 ( 6 ) 240,452 D
Common Stock 09/03/2020 P 2,635 A $ 13.16 ( 7 ) 243,087 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GROSS MICHAEL S
C/O SOLAR SENIOR CAPITAL LTD.,
500 PARK AVENUE
NEW YORK, NY10022
X See Remarks
Signatures
/s/ Michael S. Gross 09/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were purchased in multiple transactions each at $13.15. The reporting person undertakes to provide to Solar Senior Capital Ltd. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number purchased at each separate price set forth above in the transactions reported in this footnote or in footnotes (5), (6) or (7).
( 2 )The total includes 21,844 shares of the Issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan"), 2,635 of which are reported as purchased on this Form 4. Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan. Includes 79,417 shares of the Issuer held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"). The SCP Plan is controlled by Solar Capital Partners, LLC ("Solar Capital Partners"). Michael S. Gross and Bruce J. Spohler may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in Solar Capital Partners.
( 3 )Continued from Footnote (2)) In addition, the total includes 455,500 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 100 shares of the Issuer held by Solar Capital Management, LLC ("Solar Management"), a portion of both of which may be deemed to be indirectly beneficially owned by Messrs. Gross and Spohler by virtue of their collective ownership interest therein. In addition, the total includes 96,717 shares of the Issuer held by a grantor retained annuity trust setup by and for Mr. Gross (the "GRAT"). As the sole trustee of the GRAT, Mr. Gross may be deemed to directly beneficially own all of the shares held by the GRAT.
( 4 )(Continued from Footnote (3)) Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Senior Investors or Solar Management, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gross is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchase made on September 1, 2020 is based on prices of $13.15 and $13.16 per share.
( 6 )These shares were purchased in multiple transactions each at $13.20.
( 7 )These shares were purchased in multiple transactions each at $13.16.

Remarks:
Co-Chief Executive Officer, President, Chairman of the Board

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