Sec Form 4/A Filing - TANNENBAUM LEONARD M @ Fifth Street Senior Floating Rate Corp. - 2016-09-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
TANNENBAUM LEONARD M
2. Issuer Name and Ticker or Trading Symbol
Fifth Street Senior Floating Rate Corp. [ FSFR]
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)
777 WEST PUTNAM AVENUE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2016
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
10/04/2016
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 09/30/2016 P 646,863 A $ 9 5,098,783.622 D
Common Stock 09/30/2016 P 1,295,767 A $ 9 2,677,519 I See footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANNENBAUM LEONARD M
777 WEST PUTNAM AVENUE
3RD FLOOR
GREENWICH, CT06830
X
Fifth Street Asset Management Inc.
777 WEST PUTNAM AVENUE
3RD FLOOR
GREENWICH, CT06830
X
Fifth Street Holdings L.P.
777 WEST PUTNAM AVENUE
3RD FLOOR
GREENWICH, CT06830
X
Signatures
/s/ Leonard M. Tannenbaum 12/08/2016
Signature of Reporting Person Date
FIFTH STREET ASSET MANAGEMENT INC., By: /s/ Leonard M. Tannenbaum 12/08/2016
Signature of Reporting Person Date
FIFTH STREET HOLDINGS L.P., By: Fifth Street Asset Management Inc., its General Partner, By: /s/ Leonard M. Tannenbaum 12/08/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of common stock, par value $0.01 per share (the "Common Stock"), of Fifth Street Senior Floating Rate Corp. (the "Company") are held by Fifth Street Holdings L.P. ("FSH"). Fifth Street Asset Management Inc. ("FSAM") is the general partner of FSH, and Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM. Mr. Tannenbaum is also the controlling stockholder of FSAM. Each of FSH, FSAM and Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of its or his pecuniary interest.

Remarks:
This Form 4/A has been filed to correct the number of shares acquired by each of FSH and Mr. Tannenbaum to reflect that (i) 25 more shares were delivered to FSH in the ultimate closing of the purchase than were reported in the original Form 4 and (ii) 36 fewer shares were delivered to Mr. Tannenbaum in the ultimate closing of the purchase than were reported in the original Form 4.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.