4//SEC Filing
Alala Joseph B III 4
Accession 0001144204-17-049530
CIK 0001571329other
Filed
Sep 24, 8:00 PM ET
Accepted
Sep 25, 5:59 PM ET
Size
28.9 KB
Accession
0001144204-17-049530
Insider Transaction Report
Form 4
Alala Joseph B III
DirectorSee Remarks
Transactions
- Disposition to Issuer
Common Stock
2017-09-24+2,854.722→ 5,559.722 total(indirect: via Capitala Transaction Corp.) - Disposition to Issuer
Awards
2017-09-24−24,000→ 418,294.08 total(indirect: By LLC)→ Common Stock, par value $0.01 per share (24,000 underlying) - Purchase
Common Stock
2017-09-21$9.12/sh+100$912→ 100 total(indirect: By Children) - Exercise/Conversion
Awards
2017-09-25−60,153.255→ 80,204.425 total(indirect: By LLC)→ Common Stock, par value $0.01 per share (60,153.255 underlying) - Purchase
Common Stock
2017-09-21$9.11/sh+100$911→ 100 total(indirect: By Children) - Exercise/Conversion
Common Stock
2017-09-25−180,554.655→ 237,739.425 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2017-09-24+21,145.278→ 21,245.278 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2017-09-24−24,000→ 418,294.08 total(indirect: By LLC) - Exercise/Conversion
Common Stock
2017-09-25+60,153.255→ 365,433.425 total(indirect: By LLC) - Exercise/Conversion
Awards
2017-09-25−180,554.655→ 237,739.425 total(indirect: By LLC)→ Common Stock, par value $0.01 per share (180,554.655 underlying)
Holdings
- 9,611
Common Stock
- 972(indirect: via CapitalSouth Corporation)
Common Stock
Footnotes (6)
- [F1]Mr. Richard. G. Wheelahan, III previously held Awards with respect to 26,250 shares of Capitala Finance Corp.'s (the "Issuer") common stock held by Capitala Restricted Shares I, LLC ("CRS"), which is controlled by Joseph B. Alala, III and is an affiliate of Capitala Investment Advisors, LLC, pursuant to CRS's 2015 Amended and Restated Equity Compensation Plan, dated September 18, 2015 (the "Plan"). On September 24, 2017, Mr. Wheelahan voluntarily forfeited Awards relating to 24,000 shares of the Issuer's common stock to entities controlled by Mr. Alala, and as a result CRS distributed 24,000 shares of the Issuer's common stock to Capitala Investment Advisors, LLC and Capitala Transaction Corp., entities controlled by Mr. Alala.
- [F2](continued from Footnote 1) The Plan and such forfeiture and transfer were previously approved by the Issuer's Board of Directors. The shares of the Issuer's common stock that may be deemed to have been disposed of were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS.
- [F3]In addition to the Awards forfeited by Mr. Wheelahan, CRS previously granted Awards with respect to the 418,294.08 shares of the Issuer's common stock held by CRS to certain of Capitala Investment Advisors, LLC's employees pursuant to the Plan. The Plan was previously approved by the Issuer's Board of Directors. On September 25, 2017, certain of the Awards vested pursuant to the vesting schedule under the Plan and, as a result, CRS distributed an aggregate of 180,554.655 shares of the Issuer's common stock to certain of Capitala Investment Advisors, LLC's employees and related vehicles. The shares of the Issuer's common stock that may be deemed to have been disposed of were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS. The remaining Awards under the Plan are scheduled to vest on September 25, 2018. Upon settlement, the remaining Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.
- [F4]Capitala Private Investments, LLC ("CPI") previously held Awards with respect to 140,357.68 shares of the Issuer's common stock held by CRS. On September 25, 2017, CPI received 60,153.255 shares of the Issuer's common stock in accordance with the vesting schedule under the Plan. The shares of the Issuer's common stock that may be deemed to have been acquired by CPI were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS. The acquisition was approved in advance by the Board of Directors of the Issuer.
- [F5]Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered investment company or business development 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.
- [F6]Mr. Alala disclaims beneficial ownership of any of the Issuer's shares directly held by CPI, CRS, Capitala Transaction Corp., CapitalSouth Corporation and Capitala Investment Advisors, LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Alala is the beneficial owner of such securities for purposes of Section 16 of the Securiteis Exchange Act of 1934, as amended, or any other purpose.
Documents
Issuer
Capitala Finance Corp.
CIK 0001571329
Entity typeother
Related Parties
1- filerCIK 0001587346
Filing Metadata
- Form type
- 4
- Filed
- Sep 24, 8:00 PM ET
- Accepted
- Sep 25, 5:59 PM ET
- Size
- 28.9 KB