SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

GROSS MICHAEL S

(Last)

(First)

(Middle)

C/O SLR INVESTMENT CORP., 500 PARK

AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SLR Investment Corp. [ SLRC ]

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2021		P		25,137	A	$19.36⁽²⁾	2,439,423	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/02/2021		P		16,620	A	$19.3⁽³⁾	2,456,043	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/02/2021		M		61,511.8164⁽¹⁾	D	⁽⁷⁾	2,394,531.1836⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/02/2021		A		61,511.8164⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	2,456,043⁽⁸⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock								249,595	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁹⁾	03/02/2021		M			61,511.8164⁽⁹⁾	⁽⁹⁾	⁽¹⁾⁽⁹⁾	Common Stock, par value $0.01 per share	⁽⁹⁾	⁽⁹⁾	146,734.9927	I	See Footnote⁽⁹⁾
Restricted Stock Units	⁽¹⁰⁾	03/02/2021		A⁽¹⁾			116,676.4973⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.01 per share	116,676.4973	$0.00	116,676.4973	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on March 1, 2021 is based on prices ranging from a low of $19.26 per share to a high of $19.51 per share. The reporting person undertakes to provide to SLR Investment Corp. (f/k/a Solar 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 of shares purchased at each separate price set forth above in the transactions reported in this footnote and footnote (3).

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on March 2, 2021 is based on prices ranging from a low of $19.21 per share to a high of $19.40 per share.

4. The total includes 250,005 shares of the Issuer held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), 41,757 shares of which are reported as purchased on this Form 4, and 61,511.8164 shares of which may be deemed to be repurchased due to cash settlement of previously granted restricted stock units ("RSUs"). The SCP Plan is controlled by SLR Capital Partners LLC (f/k/a Solar Capital Partners, LLC) ("SLR 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 SLR Capital Partners.

5. (Continued from Footnote (4)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I") and 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), a portion of both of which may be deemed to be indirectly beneficially owned by Mr. Gross, Mr. Spohler and a grantor retained annuity trust setup by and for Mr. Gross (the "GRAT") by virtue of their collective ownership interest therein. In addition, the total includes 20,000 shares of the Issuer held by the GRAT, which Mr. Gross may be deemed to directly beneficially own as the sole trustee of the GRAT. The total indirect ownership also includes 88,775 shares of the Issuer held by certain trusts for the benefit of family members for which Mr. Gross serves as trustee (the "Family Trusts"). Mr. Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts.

6. (Continued from Footnote (5)) In addition, the total includes 97,250 shares of the issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan"). Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan and as trustee and immediate family member of the Family Trusts. Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I, Solar Capital II, or the Family Trusts 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.

7. Messrs. Gross and Spohler, as administrators of the SCP Plan, elected to settle 61,511.8164 RSUs previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Gross's partial pecuniary interest as described in footnotes 4, 5 and 6. The settlement was approved in advance in accordance with Rule 16b-3.

8. These 2,456,043 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired as a result of the settlement of the 61,511.8164 RSUs.

9. RSUs with respect to 61,511.8164 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees on August 14, 2018 and March 5, 2019 settled on March 2, 2021. RSUs may be settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. The administrators elected to settle the vested portion in cash. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. The total also reflects the unexpired RSUs previously granted on March 2, 2020 which did not vest or settle in 2021.

10. Grants of new RSUs with respect to 116,676.4973 shares held by the SCP Plan to certain of SLR Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated March 2, 2021. Shares of the common stock of the Issuer underlying the RSUs are scheduled to vest in installments of 50% on March 1, 2023 and 50% on March 1, 2024. Upon settlement, the RSUs will become payable on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof at the election of the SCP Plan administrators, Messrs. Gross and Spohler.

Remarks:

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

	/s/ Michael S. Gross	03/03/2021
	** Signature of Reporting Person	Date
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SEC Form 4: S Michael Gross bought $807,418 worth of Common Stock (41,757 units at $19.34) and was granted 61,512 units of Common Stock