UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October 30~~November 6, 2019

FS Investment Corporation III

(Exact name of Registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation) 814-01047 (Commission File Number) 90-0994912 (I.R.S. Employer Identification No.)


Maryland	814-01047	90-0994912
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Rouse Boulevard Philadelphia, Pennsylvania		19112
(Address of principal executive offices)		(Zip Code)

201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) 19112 (Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the ~~Exchange~~ Act: ~~None.~~

~~Indicate by~~Title ~~check mark whether the registrant is an emerging growth company as defined in Rule 405~~ of ~~the~~each ~~Securities~~class ~~Act~~Trading ~~of 1933~~ Symbol(~~§230.405 of this chapter~~s) orName ~~Rule 12b-2~~ of ~~the~~each ~~Securities~~exchange ~~Exchange~~on ~~Act~~which ofregistered ~~1934~~N/A ~~(§240.12b-2~~N/A ~~of this chapter).~~ N/A

☒Indicate ~~Emerging~~by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~If an~~Emerging ~~emerging~~ growth company, ☐ indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

~~Item~~If ~~5.02.~~an ~~Departures~~emerging growth ofcompany, ~~Directors~~indicate orby ~~Certain~~check ~~Officers;~~mark ~~Election~~if ofthe ~~Directors;~~registrant ~~Appointment~~has ofelected ~~Certain~~not ~~Officers;~~to ~~Compensatory~~use ~~Arrangements~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act. ☐

~~Board~~ Item 5.07. Submission of ~~Directors~~Matters to a Vote of Security Holders.

~~Effective October 30, 2019, the board of directors (the “Board”) of~~ FS Investment Corporation III (the “Company”) ~~appointed~~ ~~Ms.~~held ~~Elizabeth~~its ~~Sandler~~Annual asMeeting aof ~~new~~Stockholders ~~independent~~(the ~~member~~“Annual ofMeeting”) ~~the~~on ~~Board.~~November 6, Ms2019. ~~Sandler~~As of ~~was~~August 8, ~~appointed~~2019, asthe arecord ~~Class~~date ~~A Director to serve~~ for ~~a term expiring at~~ the ~~Company’s~~determination ~~2020 annual meeting~~ of stockholders. ~~Ms.~~entitled ~~Sandler has not been elected~~ to ~~serve~~notice ~~as a member~~ of, ~~the~~and ~~Board pursuant~~ to ~~any~~vote ~~agreement~~at, ~~or understanding with~~ the ~~Company~~Annual orMeeting, ~~any other person~~291,127,422 ~~and~~shares ~~there~~of ~~are~~common nostock ~~related party~~were ~~transactions~~eligible ~~with regard~~ to ~~Ms.~~be ~~Sandler~~voted, ~~that~~and ~~are~~209,891,181 ~~reportable under Item 404(a)~~ of ~~Regulation~~those ~~S-K.~~shares ~~Ms.~~were ~~Sandler~~voted ~~will receive~~in ~~director~~person ~~fees~~or inby ~~accordance~~proxy ~~with~~at the ~~director~~Annual ~~compensation arrangements for FS KKR Capital Corp~~Meeting., FSStockholders ~~Investment~~were ~~Corporation~~asked ~~II, FS~~to ~~Investment~~consider ~~Corporation III~~ and FSact ~~Investment~~upon ~~Corporation~~the IVfollowing proposals (the “~~Fund Complex~~Proposals”), each of which ~~includes~~was andescribed ~~aggregate~~in ~~annual board~~the ~~retainer~~Company’s ofjoint ~~$160~~proxy statement/prospectus,~~000~~ ~~paid~~as byamended, filed with the ~~Fund~~Securities ~~Complex~~and onExchange aCommission ~~pro~~on ~~rata~~August 13, ~~basis~~2019 ~~based~~(the on“Proxy ~~assets~~Statement”): ~~under management.~~

~~Set forth~~• ~~below~~Proposal isNo. ~~biographical~~1 ~~information~~– ~~pertaining~~the toapproval Msof the merger of a wholly-owned subsidiary of FS Investment Corporation II (“FSIC II”) with and into the Company, with the Company as the surviving company, contemplated by the Agreement and Plan of Merger, dated as of May 31, 2019 (the “Merger Agreement”), by and among FSIC II, the Company, FS Investment Corporation IV (“FSIC IV”), Corporate Capital Trust II (“CCT II”), NT Acquisition 1, Inc., ~~Sandler:~~NT Acquisition 2, Inc., NT Acquisition 3, Inc. and FS/KKR Advisor, LLC (the “Advisor,” and such proposal, the “Merger Proposal”);

~~Ms. Sandler~~• isProposal ~~the~~No. ~~Founder~~2 ~~and~~– ~~has served as~~ the ~~Chief~~approval ~~Executive~~by ~~Officer~~a ~~of Echo Juliette~~non-binding, aadvisory ~~consultant~~vote ~~and adviser~~ on ~~workplace~~the ~~investments spanning~~issuance ~~executive coaching, employee productivity and physical space, since January 2019. Prior~~ to ~~founding~~all ~~Echo~~holders ~~Juliette, she served as Managing Director~~ of ~~The~~FSIC ~~Blackstone~~II’s ~~Group~~common ~~and~~stock ~~Chief~~following ~~Operating~~the ~~Officer~~closing of ~~its~~the ~~Blackstone~~mergers ~~Real~~contemplated ~~Estate~~by ~~Debt~~the ~~Strategies business~~Merger ~~from~~Agreement ~~September~~on ~~2016~~a topro ~~August~~rata ~~2018.~~basis ~~Prior~~of toshares ~~joining~~of ~~The~~a ~~Blackstone~~new ~~Group,~~class ~~Ms.~~of ~~Sandler~~preferred ~~worked~~stock atof ~~Deutsche~~FSIC ~~Bank~~II ~~from~~with ~~November 2000~~an toaggregate ~~August~~liquidation ~~2016,~~preference ~~including~~representing ~~serving~~20% ~~at different times as a Managing Director and Global Chief Operating Officer~~ of the ~~Risk Division,~~combined ~~Structured~~company’s ~~Finance~~net ~~business~~asset ~~and~~value ~~Commercial Real Estate business, among other roles. Prior to joining Deutsche Bank, she worked at a number of companies in~~ (the ~~financial~~“Recapitalization ~~services~~Transaction ~~industry.~~Advisory Proposal”);

Ms• Proposal No. ~~Sandler~~ ~~received~~3 a– ~~B.A.~~the ~~from~~approval ~~Duke~~of ~~University~~the ~~and~~deletion anof MSection 10.~~B.A.~~5 ~~from~~of ~~The~~the ~~Wharton~~Articles ~~School~~of Amendment and Restatement of the ~~University~~Company of(the ~~Pennsylvania.~~“Charter”) regarding limitations on certain affiliate transactions (the “Merger Charter Amendment Proposal 1”);

~~Officers~~ • Proposal No. 4 – the approval of the ~~Company~~deletion of Article XII of the Charter regarding limitations on roll-up transactions (the “Merger Charter Amendment Proposal 2”);

~~On October~~• ~~30,~~Proposal ~~2019, the Board appointed Mr~~No. ~~Brian~~5 ~~Gerson~~– ~~and~~the ~~Mr.~~approval ~~Daniel~~of ~~Pietrzak~~the aselection ~~Co-Presidents~~ of the ~~Company.~~following ~~Mr.~~individuals, ~~Pietrzak~~in ~~will also~~each ~~continue~~case subject to ~~serve as~~ the ~~Company’s~~conditions ~~Chief~~set ~~Investment~~forth ~~Officer.~~in ~~In connection with~~ the ~~appointment~~joint ofproxy ~~Messrs.~~statement/prospectus: ~~Gerson and Pietrzak, Mr.~~ Todd Builione, ~~resigned~~Frederick asArnold, ~~President~~Michael ofHagan ~~the~~and ~~Company.~~Jerel ~~Mr.~~Hopkins ~~Builione will continue to serve~~ as ~~President~~Class ofA ~~FS/KKR Advisor~~directors, ~~LLC~~ ~~and~~each ~~as a Director of the Company. Messrs. Gerson and Pietrzak have not been appointed~~ to serve asfor a Cothree-~~Presidents~~year ~~pursuant to~~term ~~any~~expiring ~~agreement~~at ~~or understanding with~~ the ~~Company~~2022 orannual ~~any~~meeting ~~other person. There is no family relationship between either Mr. Gerson or Mr. Pietrzak and any~~ of the ~~Company’s~~stockholders ~~directors~~(the or“Director ~~other~~Election ~~executive officers, and there are no related party transactions with regard to either Mr. Gerson or Mr. Pietrzak that are reportable under Item 404(a~~Proposal”) ~~of Regulation~~; ~~S-K.~~and

~~On October~~• ~~30,~~Proposal ~~2019, the Board appointed Mr~~No. ~~Steven~~6 ~~Lilly~~– asthe ~~Chief~~ratification ~~Financial Officer~~ of the ~~Company,~~appointment ~~effective~~of ~~November~~Deloitte ~~15,~~& ~~2019. Effective~~Touche ~~with~~LLP ~~Mr.~~as ~~Lilly’s appointment,~~ the Company’s ~~current~~independent ~~Chief~~registered ~~Financial~~public ~~Officer,~~accounting ~~Mr.~~firm ~~William~~for ~~Goebel, will become~~ the ~~Company’s~~fiscal ~~Chief~~year ~~Accounting~~ending ~~Officer.~~December ~~Messrs. Lilly and Goebel have not been appointed to serve as Chief Financial Officer and Chief Accounting Officer~~31, ~~respectively,~~2019 ~~pursuant to any agreement or understanding with~~ (the ~~Company~~“Auditor orRatification any other person. There is no family relationship between either Mr. Lilly or Mr. Goebel and any of the Company’s directors or other executive officers, and there are no related party transactions with regard to either Mr. Lilly or Mr. Goebel that are reportable under Item 404(aProposal”) ~~of Regulation S-K~~.

~~On October~~The ~~30,~~Merger ~~2019,~~Proposal ~~the~~was ~~Board~~approved ~~appointed~~by ~~Mr. Drew O’Toole and Mr. Ryan Wilson as Co-Chief Operating Officers of~~ the Company~~. Messrs. O~~’~~Toole~~s ~~and~~stockholders ~~Wilson~~at ~~have not been appointed to serve as a Co-Chief Operating Officers pursuant to any agreement or understanding with~~ the ~~Company~~Annual ~~or any other person~~Meeting. ~~There~~ isThe novotes ~~family~~for, ~~relationship~~votes ~~between~~against, ~~either~~abstentions ~~Mr. O’Toole or Mr. Wilson~~ and ~~any~~broker ofnon-votes ~~the Company’s directors or other executive officers, and there~~ are noset ~~related~~forth ~~party~~below: ~~transactions with regard to either Mr. O’Toole or Mr. Wilson that are reportable under Item 404(a) of Regulation S-K.~~

None of Messrs. Gerson, Pietrzak, Lilly, Goebel, O’Toole or Wilson will receive any direct compensation from the Company.


Votes For	Votes Against	Abstentions	Broker Non-Votes
149,293,618	5,495,677	8,312,777	46,789,109

~~Set forth~~The ~~below~~Recapitalization isTransaction ~~biographical~~Advisory ~~information~~Proposal ~~pertaining~~was toalso ~~Messrs~~approved by the Company’s stockholders at the Annual Meeting. The ~~Gerson,~~votes ~~Pietrzak~~for, ~~Lilly,~~votes ~~Goebel~~against, ~~O’Toole~~abstentions and ~~Wilson~~broker non-votes are set forth below:

Mr. Gerson, age 52, joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in credit investing and corporate lending, with specific expertise in lending through business development companies. Mr. Gerson has served on FS/KKR Advisor, LLC’s investment committee since April 2018. Prior to joining FS Investments, he most recently served as Group Head and Managing Director at LStar Capital, the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics.


Votes For	Votes Against	Abstentions	Broker Non-Votes
148,032,094	6,196,747	8,873,231	46,789,109

~~Mr. Pietrzak,~~The ~~age~~election ~~44,~~or ~~has~~approval ~~served~~of as the ~~Company’s~~appointment ~~Chief Investment Officer since April 2018. Mr. Pietrzak also currently serves as the Chief Investment Officer~~ of ~~the~~each ~~other~~individual ~~BDCs~~named in the ~~Fund~~Director ~~Complex.~~Election ~~Mr. Pietrzak~~Proposal, subject ~~joined KKR Credit~~ in ~~2016~~each ~~and is~~case ato ~~Member of KKR and~~ the ~~Co-Head of~~ ~~Private~~conditions ~~Credit.~~set ~~Mr. Pietrzak~~forth isin ~~a portfolio manager for KKR Credit’s private credit funds and portfolios and a member of~~ the ~~Global~~Proxy ~~Private Credit Investment Committee~~Statement, ~~Europe Direct Lending Investment Committee and KKR Credit Portfolio Management Committee. Prior to joining KKR, Mr. Pietrzak~~ was aalso ~~Managing~~approved ~~Director~~by ~~and~~ the ~~Co-Head of Deutsche~~ ~~Bank~~Company’s ~~Structured~~stockholders ~~Finance~~at ~~business across~~ the ~~Americas~~Annual ~~and Europe~~Meeting. ~~Previously,~~The ~~Mr. Pietrzak~~votes ~~was~~for, ~~based~~votes inwithheld ~~New York~~ and ~~held~~broker ~~various~~non-votes ~~roles~~for ~~in the structured finance and credit businesses of Société Générale and~~each ~~CIBC~~director ~~World~~nominee ~~Markets.~~are ~~Mr. Pietrzak~~set ~~started~~forth ~~his~~below: career at Price Waterhouse in New York and is a Certified Public Accountant. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University.

Mr. Lilly, age 50, joined FS Investments in October 2019 as a Managing Director. Mr. Lilly has a wealth of experience in the business development company space and most recently served as Triangle Capital Corporation’s Chief Financial Officer, Secretary and member of its Board of Directors from 2006 and Chief Compliance Officer from 2007, which was sold to Benefit Street Partners and Barings, LLC in 2018. From 2005 to 2006, Mr. Lilly served as Chief Financial Officer of Triangle Capital Partners, LLC. At Triangle, he built the company’s financial and operating infrastructure, oversaw listings on the Nasdaq and New York Stock Exchange in 2007 and 2010, respectively, and led all corporate M&A and strategic processes. Prior to joining Triangle, Mr. Lilly spent seven years as Senior Vice President of Finance & Treasurer at SpectraSite Communications, a publicly traded wireless tower company, which was sold to American Tower Corporation in 2005. He began his career in the media and communications capital markets group at First Union, now part of Wells Fargo. Mr. Lilly earned a B.A. in History from Davidson College and completed the Executive Education Program at University of North Carolina at Chapel Hill. He currently serves on the board of trustees of UNC/Rex Healthcare, Episcopal High School, Saint Mary’s School, and Historic Oakwood Cemetery in Raleigh, NC. He is also a Director at America First Multifamily Investors, LP, a publicly traded mortgage REIT, where he serves as Chairman of the Audit Committee.


Director Nominee	Votes for	Votes Withheld	Broker Non- Votes
Todd Builione	155,110,053	7,992,019	46,789,109
Frederick Arnold	155,047,824	8,054,248	46,789,109
Michael Hagan	155,118,011	7,984,061	46,789,109
Jerel Hopkins	155,068,192	8,033,880	46,789,109

~~Mr. Goebel~~Todd Builione, ~~age~~Frederick 45Arnold, ~~has served~~Michael asHagan ~~the Company’s Chief Financial Officer~~ and ~~Treasurer~~Jerel ~~since~~Hopkins ~~April~~Have ~~2018.~~each ~~Mr. Goebel~~been ~~also~~elected ~~serves as Chief Financial Officer for the other BDCs in the Fund Complex~~ and ~~certain~~qualified ~~of the other funds sponsored by FS Investments. Prior~~ to ~~joining~~serve ~~FS Investments,~~for ~~Mr. Goebel held~~ a ~~senior manager audit position with Ernst & Young LLP in the firm’s asset management~~ ~~practice from 2003 to January 2011, where he was responsible for the audits of regulated investment companies, private investment partnerships, investment advisers and broker~~three-~~dealers.~~year ~~Mr. Goebel~~term ~~began~~expiring ~~his career~~ at ~~a regional public accounting firm, Tait, Weller and Baker LLP in 1997. Mr. Goebel received a B.S. in Economics from~~ the ~~Wharton~~2022 ~~School~~annual ofmeeting ~~the University~~ of ~~Pennsylvania in 1997. He is a Certified Public Accountant and holds~~ the ~~CFA Institute’s Chartered Financial Analyst designation~~stockholders.

~~Mr. O’Toole,~~The ~~age~~Auditor ~~31,~~Ratification isProposal anwas ~~Executive~~also ~~Director~~approved ofby FSthe ~~Investments, which he joined in April 2014. Previously, Mr. O~~Company’~~Toole~~s ~~was~~stockholders ~~a Director of Corporate Strategy~~ at ~~FS Investments. His responsibilities were primarily focused on~~ the ~~design,~~Annual ~~analysis and implementation of key firm strategic initiatives~~Meeting. ~~Prior~~The tovotes ~~FS Investments~~for, hevotes ~~worked in various roles at Cambridge Associates LLC~~against, anabstentions ~~institutional investment advisory~~ and ~~consulting~~broker ~~firm.~~non-votes ~~Mr. O’Toole~~are ~~graduated~~set ~~summa~~forth ~~cum~~below: ~~laude from the University of Pittsburgh with degrees in Finance and Business Management. He is also a CFA charterholder.~~

Mr. Wilson, age 42, joined KKR Credit in 2006, and he is currently a Director of KKR and the Chief Operating Officer of KKR Private Credit. Mr. Wilson served as Corporate Capital Trust, Inc.’s Chief Operating Officer prior to its merger with FS KKR Capital Corp. and has held various roles across KKR Credit. Prior to joining KKR Credit, Mr. Wilson was with PricewaterhouseCoopers, serving a variety of clients across industries. Mr. Wilson holds a B.A. in Economics with honors from Wilfrid Laurier University and a MAcc in Accounting from the University of Waterloo. He also is a CFA charterholder, Chartered Professional Accountant and a Chartered Accountant.


Votes For	Votes Against	Abstentions	Broker Non-Votes
199,657,773	3,108,119	7,125,289	0

AOn November 6, 2019, the Company adjourned the Annual Meeting with respect to (i) the Merger Charter Amendment Proposal 1 ~~copy~~and of(ii) athe ~~press~~Merger ~~release~~Charter isAmendment ~~attached~~Proposal ~~hereto~~2 asto ~~Exhibit~~permit 99additional time to solicit stockholder votes for such proposals. The reconvened meeting (the “Reconvened Meeting”) will be held on November 22, 2019 at 1:00 ~~and~~p.m., isEastern Time, ~~incorporated~~at ~~herein~~201 byRouse ~~reference~~Boulevard, Philadelphia, Pennsylvania 19112. Valid proxies submitted prior to the Annual Meeting will continue to be valid for the Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the Reconvened Meeting. The record date of August 8, 2019 will remain the same for the Reconvened Meeting.

~~Item~~Forward-Looking ~~9.01. Financial~~ Statements ~~and Exhibits.~~

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements with regard to future events or the future performance or operations of FSIC II, the Company, FSIC IV and CCT II (dtogether with FSIC II, the Company, FSIC IV and CCT II, the “Funds”). Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the ~~Exhibits~~inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption to a Fund’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in a Fund’s operating area, failure to obtain requisite shareholder approval for the Fund Proposals (as defined below) set forth in the Proxy Statement, failure to consummate the business combination transaction involving the Funds, uncertainties as to the timing of the consummation of the business combination transaction involving the Funds, unexpected costs, charges or expenses resulting from the business combination transaction involving the Funds, failure to realize the anticipated benefits of the business combination transaction involving the Funds, failure to consummate the recapitalization transaction and failure to list the common stock of the combined entity on a national securities exchange. Some of these factors are enumerated in the filings the Funds make with the U.S. Securities and Exchange Commission (the “SEC”) and are also be contained in the Proxy Statement. The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, the Funds undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release, dated October 30, 2019.

Additional Information and Where to Find It

This communication relates to a proposed business combination involving the Funds, along with related proposals for which shareholder approval is being sought (collectively, the “Fund Proposals”). In connection with the Fund Proposals, the Funds have filed relevant materials with the SEC, including the Proxy Statement. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. SHAREHOLDERS OF THE FUNDS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE FUNDS, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE FUNDS AND THE FUND PROPOSALS. Investors and security holders are able to obtain the documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, or from FSIC II’s website, CCT II’s website, the Company’s website or FSIC IV’s website, each at www.fsinvestments.com.

Participants in the Solicitation

The Funds and their respective directors and trustees, executive officers and certain other members of management and employees, including employees of the Advisor, Franklin Square Holdings, L.P. (which does business as FS Investments), KKR Credit Advisors (US) LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the shareholders of the Funds in connection with the Fund Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Funds’ shareholders in connection with the Fund Proposals will be contained in the Proxy Statement. This document may be obtained free of charge from the sources indicated above.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~FS Investment Corporation III~~	FS Investment Corporation III
Date:	October 30, 2019	By:	/s/ Stephen S. Sypherd
Date: November 6, 2019			By:	/s/ Stephen S. Sypherd
			~~Stephen S. Sypherd~~	Stephen S. Sypherd
			~~General Counsel~~	General Counsel

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