Sec Form 4 Filing - OCM Growth Holdings LLC @ Runway Growth Finance Corp. - 2021-12-06

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
OCM Growth Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Runway Growth Finance Corp. [ RWAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 S. GRAND AVE., 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2021
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
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, par value $0.01 per share 12/06/2021 P 8,566 A $ 13.6088 19,564,268( 1 )( 7 ) D( 2 )( 3 )( 4 )( 5 )( 6 )
Common Stock, par value $0.01 per share 12/07/2021 P 29,378 A $ 13.4865 19,593,646( 7 ) D( 2 )( 3 )( 4 )( 5 )( 6 )
Common Stock, par value $0.01 per share 12/08/2021 P 23,050 A $ 12.7992 19,616,696( 7 ) D( 2 )( 3 )( 4 )( 5 )( 6 )
Common Stock, par value $0.01 per share 12/09/2021 P 21,158 A $ 13.186 19,657,797( 7 ) D( 2 )( 3 )( 4 )( 5 )( 6 )
Common Stock, par value $0.01 per share 12/10/2021 P 19,943 A $ 13.2091 19,677,297( 7 ) D( 2 )( 3 )( 4 )( 5 )( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Benefici ally 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
OCM Growth Holdings LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 S. GRAND AVE., 28TH FLOOR
LOS ANGELES, CA90071
X X
BAM Partners Trust
BROOKFIELD PLACE, SUITE 300
181 BAY ST. PO BOX 762
TORONTO, ONTARIO, A6M5J 2T3
X
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, SUITE 300
181 BAY ST. P.O. BOX 762
TORONTO, ONTARIO, A6M5J 2T3
X
Oaktree Fund GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE FUND GP I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OCM HOLDINGS I, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE HOLDINGS, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group Holdings GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Signatures
OCM Growth Holdings, LLC, By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Oaktree Fund GP, LLC, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Oaktree Fund GP I, L.P., /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Oaktree Capital I, L.P., /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
OCM Holdings I, LLC, /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Oaktree Holdings, LLC, /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Oaktree Capital Group, LLC, By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Oaktree Capital Group Holdings, L.P., By: Oaktree Capital Group Holdings GP, LLC Its: General Partner, /s/ Henry Orren, Senior Vice President 12/10/2021
Signature of Reporting Person Date
Brookfield Asset Management, /s/ Kathy Sarpash, Senior VicePresident, Legal & Regulatory 12/10/2021
Signature of Reporting Person Date
BAM Partners Trust, /s/ Kathy Sarpash, Secretary 12/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares acquired pursuant to the issuer's dividend reinvestment plan.
( 2 )OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 14,933,309.96 shares of the common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer"). This Form 4 is being filed by (i) Oaktree Fund GP, LLC, a Delaware LLC ("GP LLC"), in its capacity as manager of OCMGH, (ii) Oaktree GP I, L.P., a Delaware limited partnership ("GP I LLC"), in its capacity as managing member of GP LLC, (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I, (iv) OCM Holdings I, LLC, a Delaware LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC, a Delaware LLC ("Holdings"),
( 3 )(Continued from Footnote 2) in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG; (viii) Brookfield Asset Management Inc., a Canadian corporation ("BAM"), a Canadian corporation, in its capacity as the indirect owner of the class A units of OCG; and (ix) BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BAM..
( 4 )Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
( 5 )OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
( 6 )The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.
( 7 )This transaction was effected pursuant to a Rule 10b-5 plan adopted by the Reporting Persons

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