Sec Form 4/A Filing - OCM Growth Holdings LLC @ Runway Growth Finance Corp. - 2023-11-13

Insider filing report for Changes in Beneficial Ownership
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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
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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)
11/13/2023
(Street)
LOS ANGELES, CA90017
4. If Amendment, Date Original Filed (MM/DD/YY)
11/15/2023
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 11/13/2023 S 3,750,000 D $ 12.0576 17,304,668 ( 1 ) ( 2 ) D ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
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
OCM Growth Holdings LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 S. GRAND AVE., 28TH FLOOR
LOS ANGELES, CA90017
X X
Oaktree Capital Group, LLC
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
LOS ANGELES, CA90017
X X
Oaktree Capital Group Holdings GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
LOS ANGELES, CA90017
X X
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
LOS ANGELES, CA90017
X X
BROOKFIELD Corp /ON/
BROOKFIELD PLACE, SUITE 300
181 BAY ST. P.O. BOX 762
TORONTO, ONTARIO, Z4M5J 2T3
X X
BAM Partners Trust
BROOKFIELD PLACE, SUITE 300
181 BAY ST. PO BOX 762
TORONTO, ONTARIO, Z4M5J 2T3
X 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 11/16/2023
Signature of Reporting Person Date
Oaktree Capital Group, LLC, By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Senior Vice President 11/16/2023
Signature of Reporting Person Date
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Senior Vice President 11/16/2023
Signature of Reporting Person Date
Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Senior Vice President 11/16/2023
Signature of Reporting Person Date
BAM Partners Trust, /s/ Kathy Sarpash, Secretary 11/16/2023
Signature of Reporting Person Date
Brookfield Corporation, /s/ Kathy Sarpash, Managing Director, Legal & Regulatory 11/16/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares acquired pursuant to the issuer's dividend reinvestment plan.
( 2 )On November 13, 2023, OCMGH (as defined in Note 3 below), and Fund Xb Delaware (as defined in Note 3 below), sold 3,745,708 and 4,292 shares of the Issuer, respectively, pursuant to an underwriting agreement by and among OCMGH, Fund Xb Delaware, the Issuer, and the underwriters party thereto.
( 3 )OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 17,284,860 shares of common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer").Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership ("Fund Xb Delaware"), directly owns 19,808 shares of Common Stock of the Issuer. This Form 4 is being filed by (i) OCMGH; (ii) Fund Xb Delaware;
( 4 )(continued from footnote 3) (iii) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as the manager of OCMGH and Fund Xb Delaware; (iv) Oaktree Capital Group Holdings GP, LLC ("OCGHGP"), in its capacity as the indirect owner of class B units of OCG; (v) Brookfield Corporation, a Canadian corporation ("BN"), in its capacity as the indirect owner of the class A units of OCG and (vi) 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 BN.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )This amendment and restatement of the Form 4 filed November 15, 2023 (the "Original Filing") is being filed solely to correct the omission of BN and BAM Partners Trust as reporting persons. Their indirect ownership was accurately described in footnotes 4 and 5 of the Original Filing.

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