FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Portman Ridge Finance Corp [ PTMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/02/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | 03/08/2023 | X/K(3) | 2,744 | A | $23.1084 | 1,165,088(3) | D | |||
Common Stock(1) | 03/08/2023 | J/K(3) | 2,744 | D | $23.3111 | 1,162,344(3) | D | |||
Common Stock(1) | 03/08/2023 | X/K(4) | 5,107 | A | $22.9805 | 1,167,451(4) | D | |||
Common Stock(1) | 03/08/2023 | J/K(4) | 5,107 | D | $23.3111 | 1,162,344(4) | D | |||
Common Stock(1) | 03/08/2023 | X/K(5) | 109 | A | $22.65 | 1,162,453(5) | D | |||
Common Stock(1) | 03/08/2023 | J/K(5) | 109 | D | $23.3111 | 1,162,344(5) | D | |||
Common Stock(1) | 03/10/2023 | X/K(6) | 200 | A | $24.7179 | 1,162,544(6) | D | |||
Common Stock(1) | 03/10/2023 | J/K(6) | 200 | D | $22.695 | 1,162,344(6) | D | |||
Common Stock(1) | 03/14/2023 | X/K(7) | 2,979 | A | $24.7179 | 1,165,323(7) | D | |||
Common Stock(1) | 03/14/2023 | J/K(7) | 2,979 | D | $21.5026 | 1,162,344(7) | D | |||
Common Stock(1) | 03/27/2023 | X/K(8) | 3,923 | A | $24.7179 | 1,166,267(8) | D | |||
Common Stock(1) | 03/27/2023 | J/K(8) | 3,923 | D | $20.9413 | 1,162,344(8) | D | |||
Common Stock(1) | 03/28/2023 | X/K(9) | 3,550 | A | $24.7179 | 1,165,894(9) | D | |||
Common Stock(1) | 03/28/2023 | J/K(9) | 3,550 | D | $20.9001 | 1,162,344(9) | D | |||
Common Stock(1) | 03/28/2023 | X/K(10) | 1,659 | A | $24.6301 | 1,165,894(10) | D | |||
Common Stock(1) | 03/28/2023 | J/K(10) | 1,659 | D | $20.9001 | 1,162,344(10) | D | |||
Common Stock(1) | 04/03/2023 | X/K(11) | 4,555 | A | $24.6301 | 1,166,899(11) | D | |||
Common Stock(1) | 04/03/2023 | J/K(11) | 4,555 | D | $20.7358 | 1,162,344(11) | D | |||
Common Stock(1) | 04/04/2023 | X/K(12) | 243 | A | $24.6301 | 1,162,587(12) | D | |||
Common Stock(1) | 04/04/2023 | J/K(12) | 243 | D | $20.55 | 1,162,344(12) | D | |||
Common Stock(1) | 04/11/2023 | X/K(13) | 2,797 | A | $24.6301 | 1,165,141(13) | D | |||
Common Stock(1) | 04/11/2023 | J/K(13) | 2,797 | D | $20.6 | 1,162,344(13) | D | |||
Common Stock(1) | 04/13/2023 | X/K(14) | 722 | A | $24.6301 | 1,163,066(14) | D | |||
Common Stock(1) | 04/13/2023 | J/K(14) | 722 | D | $20.5751 | 1,162,344(14) | D | |||
Common Stock(1) | 04/14/2023 | X/K(15) | 2,363 | A | $24.6301 | 1,164,707(15) | D | |||
Common Stock(1) | 04/14/2023 | J/K(15) | 2,363 | D | $20.6002 | 1,162,344(15) | D | |||
Common Stock(1) | 04/17/2023 | X/K(16) | 2,567 | A | $24.6301 | 1,164,911(16) | D | |||
Common Stock(1) | 04/17/2023 | J/K(16) | 2,567 | D | $20.6223 | 1,162,344(16) | D | |||
Common Stock(1) | 04/18/2023 | X/K(17) | 984 | A | $24.6301 | 1,163,328(17) | D | |||
Common Stock(1) | 04/18/2023 | J/K(17) | 984 | D | $20.5034 | 1,162,344(17) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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)(1) | $22.67(2) | 02/07/2023 | J/K(2) | 100(2) | (2) | (2) | Common Stock | 100 | (2) | 100(2) | D | ||||
Equity Swap (Obligation to Buy)(1) | $22.65(2) | 02/08/2023 | J/K(2) | 7,327(2) | (2) | (2) | Common Stock | 7,327 | (2) | 7,327(2) | D | ||||
Equity Swap (Obligation to Buy)(1) | $23.1084(2) | 02/28/2023 | J/K(2) | 2,744(2) | (2) | (2) | Common Stock | 2,744 | (2) | 2,744(2) | D | ||||
Equity Swap (Obligation to Buy)(1) | $22.9805(2) | 03/03/2023 | J/K(2) | 5,107(2) | (2) | (2) | Common Stock | 5,107 | (2) | 5,107(2) | D | ||||
Equity Swap (Obligation to Buy)(1) | $23.1084(3) | 03/08/2023 | X/K(3) | 2,744(3) | (3) | (3) | Common Stock | 2,744 | (3) | 0(3) | D | ||||
Equity Swap (Obligation to Buy)(1) | $22.9805(4) | 03/08/2023 | X/K(4) | 5,107(4) | (4) | (4) | Common Stock | 5,107 | (4) | 0(4) | D | ||||
Equity Swap (Obligation to Buy) | $22.65(5) | 03/08/2023 | X/K(5) | 109(5) | (5) | (5) | Common Stock | 109(5) | (5) | 7,218(5) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.7179(6) | 03/10/2023 | X/K(6) | 200(6) | (6) | (6) | Common Stock | 200(6) | (6) | 10,452(6) | D | ||||
Equity Swap (Obligation to Buy)(1) | $22.0259(2) | 03/10/2023 | J/K(2) | 1,233(2) | (2) | (2) | Common Stock | 1,233 | (2) | 1,233(2) | D | ||||
Equity Swap (Obligation to Buy)(1) | $21.0692(2) | 03/13/2023 | J/K(2) | 6,440(2) | (2) | (2) | Common Stock | 6,440 | (2) | 6,440(2) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.7179(7) | 03/14/2023 | X/K(7) | 2,979(7) | (7) | (7) | Common Stock | 2,979(7) | (7) | 7,473(7) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.7179(8) | 03/27/2023 | X/K(8) | 3,923(8) | (8) | (8) | Common Stock | 3,923(8) | (8) | 3,550(8) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.7179(9) | 03/28/2023 | X/K(9) | 3,550(9) | (9) | (9) | Common Stock | 3,550(9) | (9) | 0(9) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(10) | 03/28/2023 | X/K(10) | 1,659(10) | (10) | (10) | Common Stock | 1,659(10) | (10) | 79,764(10) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(11) | 04/03/2023 | X/K(11) | 4,555(11) | (11) | (11) | Common Stock | 4,555(11) | (11) | 75,209(11) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(12) | 04/04/2023 | X/K(12) | 243(12) | (12) | (12) | Common Stock | 243(12) | (12) | 74,966(12) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(13) | 04/11/2023 | X/K(13) | 2,797(13) | (13) | (13) | Common Stock | 2,797(13) | (13) | 72,169(13) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(14) | 04/13/2023 | X/K(14) | 722(14) | (14) | (14) | Common Stock | 722(14) | (14) | 71,447(14) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(15) | 04/14/2023 | X/K(15) | 2,363(15) | (15) | (15) | Common Stock | 2,363(15) | (15) | 69,084(15) | D | ||||
Equity Swap (Obligation to Buy)(1) | $24.6301(16) | 04/17/2023 | X/K(16) | 2,567(16) | (16) | (16) | Common Stock | 2,567(16) | (16) | 66,517(16) | D | ||||
Equity Swap (Obligation to Buy) | $24.6301(17) | 04/18/2023 | X/K(17) | 984(17) | (17) | (17) | Common Stock | 984(17) | (17) | 65,533(17) | D |
Explanation of Responses: |
1. Table II of the original filing made on 5/2/2023 (the "Original Filing") incorrectly reported that the reporting person entered into equity swap contracts (obligations to sell) on 3/8, 3/10, 3/14, 3/27, 3/28, 4/3, 4/4, 4/11, 4/13, 4/14, 4/17 and 4/18 pursuant to which the reporting person would be paid a fixed price per share for each notional share reported in those transactions on the settlement date of those contracts (offset by the value of such notional shares on the settlement date). The reporting person did not, in fact, enter into such contracts. Instead, the reporting person exited (in whole or in part) existing equity swap agreements on those dates. This amendment amends the Original Filing to restate Table II to correct the descriptions of the equity swap transactions reported in the Original Filing and to disclose on Table I the deemed sales and purchases of common stock in connection with exiting swap agreements on those dates. |
2. The reporting person entered into an equity swap agreement with a counterparty under which, upon expiration of the 3-year term of the agreement, (1) the reporting person will be obligated to pay to the counterparty the price per share set forth in Column 2 for the notional number of shares of PTMN common stock set forth in Column 7, and (2) the counterparty will be obligated to pay to the reporting person the market value of the notional number of shares of PTMN common stock set forth in Column 7 as of the end of that period. The reporting person 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 reporting person all dividends and similar distributions paid on an equivalent number of shares of PTMN common stock during the term. |
3. On 3/8/2023, upon settlement of an equity swap agreement entered into by the reporting person and a securities broker on 2/28/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of the 2,744 shares subject to the agreement, offset by $23.1384 per share for each of the 2,744 shares subject to the agreement. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-6(b) thereunder. |
4. On 3/8/2023, upon settlement of an equity swap agreement entered into by the reporting person and a securities broker on 3/3/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of the 5,107 shares subject to the agreement, offset by $22.9805 per share for each of the 5,107 shares subject to the agreement. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
5. On 3/8/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 2/8/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of 109 shares subject to the settlement, offset by $22.65 per share for each of the 109 shares subject to the settlement. After the partial settlement, 7,218 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
6. On 3/10/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 200 shares subject to the settlement, offset by $22.695 per share (the market price of the shares on 3/10/2023) for each of the 200 shares subject to the settlement. After the partial settlement, 10,452 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
7. On 3/14/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 2,979 shares subject to the settlement, offset by $21.5026 per share (the market price of the shares on 3/14/2023) for each of the 2,979 shares subject to the settlement. After the partial settlement, 7,473 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
8. On 3/27/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 3,923 shares subject to the settlement, offset by $20.9413 per share (the market price of the shares on 3/27/2023) for each of the 3,923 shares subject to the settlement. After the partial settlement, 3,550 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
9. On 3/28/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 3,550 shares subject to the settlement, offset by $20.9001 per share (the market price of the shares on 3/28/2023) for each of the 3,550 shares subject to the settlement. After the partial settlement, no notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
10. On 3/28/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 1,659 shares subject to the settlement, offset by $20.9001 per share (the market price of the shares on 3/28/2023) for each of the 1,659 shares subject to the settlement. After the partial settlement, 79,764 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
11. On 4/3/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 4,555 shares subject to the settlement, offset by $20.7358 per share (the market price of the shares on 4/3/2023) for each of the 4,555 shares subject to the settlement. After the partial settlement, 75,209 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
12. On 4/4/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 243 shares subject to the settlement, offset by $20.55 per share (the market price of the shares on 4/4/2023) for each of the 243 shares subject to the settlement. After the partial settlement, 74,966 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
13. On 4/11/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,797 shares subject to the settlement, offset by $20.60 per share (the market price of the shares on 4/11/2023) for each of the 2,797 shares subject to the settlement. After the partial settlement, 72,169 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
14. On 4/13/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 722 shares subject to the settlement, offset by $20.5751 per share (the market price of the shares on 4/13/2023) for each of the 722 shares subject to the settlement. After the partial settlement, 71,447 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
15. On 4/14/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,363 shares subject to the settlement, offset by $20.6002 per share (the market price of the shares on 4/14/2023) for each of the 2,363 shares subject to the settlement. After the partial settlement, 69,084 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
16. On 4/17/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,567 shares subject to the settlement, offset by $20.6223 per share (the market price of the shares on 4/17/2023) for each of the 2,567 shares subject to the settlement. After the partial settlement, 66,517 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
17. On 4/18/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 984 shares subject to the settlement, offset by $20.5034 per share (the market price of the shares on 4/18/2023) for each of the 984 shares subject to the settlement. After the partial settlement, 65,533 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder. |
/s/ Deepak Sarpangal, Managng Member of the General Paartner of Repertoire Master Fund LP | 10/10/2023 | |
** Signature of Reporting Person | Date | |
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. |