SEC Form SC 13G/A filed by PennantPark Investment Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)

PennantPark Investment Corporation 

(Name of Issuer)

Common Stock 

(Title of Class of Securities)

708062104 

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock (as defined below) outstanding as of December 7, 2023, as disclosed by the Issuer (as defined below) in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on December 8, 2023 (“10-K”).

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K. 

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K.

* The calculation of the percentage of outstanding shares is based on 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as disclosed by the Issuer in its 10-K. 

Ownership (a-b)

The ownership information presented in this Amendment No. 2 to Schedule 13G (this “Amendment No. 1”) to the statement on Schedule 13G filed by the Reporting Persons on April 14, 2022 and as amended by the Amendment No.1 dated as of February 9, 2023 (the “Original 13G” and, together with this Amendment No. 2, the “Schedule 13G”) is based upon 65,224,500 shares of Common Stock outstanding as of December 7, 2023, as reported by the Issuer in its 10-K. As of the date that this Schedule 13G is filed: (i) AIOF may be deemed to directly beneficially own 592,629 shares of Common Stock; (ii) Ares Multi-Asset Credit may be deemed to directly beneficially own 217,903 shares of Common Stock; (iii) Ares Multi-Credit Fund may be deemed to directly beneficially own 85,255 shares of Common Stock; (iv) Ares Capital Management III may be deemed to directly beneficially own 222,995 shares of Common Stock pursuant to an Investment Management Agreement that grants Ares Capital Management III investment discretion with respect to 222,995 shares of Common Stock beneficially owned by an unaffiliated third party; (v) Ares ECO may be deemed to directly beneficially own 821,153 shares of Common Stock; and (vi) Ares Enhanced Loan may be deemed to directly beneficially own 1,246,590 shares of Common Stock pursuant to certain Investment Management Agreements that grant Ares Enhanced Loan investment discretion with respect to 1,246,590 shares of Common Stock beneficially owned by unaffiliated third parties. The Reporting Persons, as a result of the relationships described below, may be deemed to directly or indirectly beneficially own the shares of Common Stock held by AIOF, Ares Multi-Asset Credit, Ares Multi-Credit Fund, Ares Capital Management III, Ares ECO and Ares Enhanced Loan. See Items 9 and 11 of the cover pages to this Schedule 13G for the aggregate number of Common Stock and the percentage of Common Stock beneficially owned by each of the Reporting Persons.

The Reporting Persons are either holding companies without operations, or are principally engaged in the business of investment management or making, purchasing, selling and holding investments. Ares Partners is the sole member of each of Ares Management GP and Ares Voting, which are respectively the sole holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Management Holdings, which is the sole member of Ares Management LLC. Ares Management LLC is: (a) the sole member of Ares Capital Management III, which is the manager of AIOF, Ares Multi-Asset Credit and Ares Multi-Credit Fund; (b) the sole member of Ares ECO Management, which is the manager of Ares ECO; and (c) the sole member of Ares Enhanced Loan GP, which is the general partner of Ares Enhanced Loan. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over decisions by the Board Members.

Each of the Reporting Persons (other than AIOF, Ares Multi-Asset Credit, Ares Multi-Credit Fund, Ares Capital Management III, Ares ECO and Ares Enhanced Loan, in each case, solely with respect to the shares of Common Stock held directly by each such Reporting Person), the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock reported in this Schedule 13G for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act.

(c) The information contained on the cover pages to this Schedule 13G is incorporated in this statement by reference.

As of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2024

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