BROOKFIELD Corp's Form 4/A amendment
AmendedRunway Growth Finance Corp.RWAY · filed Nov 16, 2023
- Accession no.
- 0000950170-23-064585
- Filed
- Nov 16, 2023, 5:46 PM ET
- Trade date
- Nov 13, 2023
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Nov 15, 2023
This filing lists 1 non-derivative transaction. Open-market sales total $45.2M. It was filed 3 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| BROOKFIELD CorpCIK 0001001085 | Director, 10% Owner |
| Oaktree Capital Group Holdings GP, LLCCIK 0001403525 | Director, 10% Owner |
| Brookfield Oaktree Holdings, LLCCIK 0001403528 | Director, 10% Owner |
| OCM Growth Holdings LLCCIK 0001693272 | Director, 10% Owner |
| Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.CIK 0001780629 | Director, 10% Owner |
| BAM Partners TrustCIK 0001861643 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 13, 2023 | Common Stock, par value $0.01 per share | SSaleDisposed | −3,750,000 | $12.06 | −$45,216,000 | 17,304,668 | Direct | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Includes shares acquired pursuant to the issuer's dividend reinvestment plan.
- F2
On November 13, 2023, OCMGH (as defined in Note 3 below), and Fund Xb Delaware (as defined in Note 3 below), sold 3,745,708 and 4,292 shares of the Issuer, respectively, pursuant to an underwriting agreement by and among OCMGH, Fund Xb Delaware, the Issuer, and the underwriters party thereto.
- F3
OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC")("OCMGH"), directly owns 17,284,860 shares of common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer").Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership ("Fund Xb Delaware"), directly owns 19,808 shares of Common Stock of the Issuer. This Form 4 is being filed by (i) OCMGH; (ii) Fund Xb Delaware;
- F4
(continued from footnote 3) (iii) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as the manager of OCMGH and Fund Xb Delaware; (iv) Oaktree Capital Group Holdings GP, LLC ("OCGHGP"), in its capacity as the indirect owner of class B units of OCG; (v) Brookfield Corporation, a Canadian corporation ("BN"), in its capacity as the indirect owner of the class A units of OCG and (vi) BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BN.
- F5
Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
- F6
OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
- F7
The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.
- F8
This amendment and restatement of the Form 4 filed November 15, 2023 (the "Original Filing") is being filed solely to correct the omission of BN and BAM Partners Trust as reporting persons. Their indirect ownership was accurately described in footnotes 4 and 5 of the Original Filing.