SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
Fifth Street Finance Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
31678A103
(CUSIP Number)
MARC COLLINS
RIVERNORTH CAPITAL MANAGEMENT, LLC
325 N. LaSalle St., Suite 645
Chicago, Illinois 60654-7030
(312) 445-2251
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
________________
1 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 disclosures provided in a prior cover page.
The information required on 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 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).
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH CAPITAL PARTNERS, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
3,048,722
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
3,048,722
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,048,722
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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||
|
14
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TYPE OF REPORTING PERSON
PN
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||
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH INSTITUTIONAL PARTNERS, L.P.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
4,189.280
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
4,189,280
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,189,280
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
||
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH CORE OPPORTUNITY FUND
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,000*
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
|
14
|
TYPE OF REPORTING PERSON
OO
|
||
|
*
|
Possesses economic exposure to an aggregate of 1,043,000 shares (representing approximately less than 1% of the outstanding shares) due to certain cash-settled total return swap agreements.
|
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH/DOUBLELINE STRATEGIC INCOME FUND
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,103,373*
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE OF REPORTING PERSON
OO
|
||
|
*
|
Possesses economic exposure to an aggregate of 1,103,373 shares (representing approximately less than 1% of the outstanding shares) due to certain cash-settled total return swap agreements.
|
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH CAPITAL MANAGEMENT, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
9,384,375
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
9,384,375
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,384,375*
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%*
|
||
|
14
|
TYPE OF REPORTING PERSON
IA
|
||
|
*
|
Possesses economic exposure to an aggregate of 2,146,373 shares (representing approximately 1.4% of the outstanding shares) due to certain cash-settled total return swap agreements.
|
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
RANDY I. ROCHMAN
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
PF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
|
8
|
SHARED VOTING POWER
158,804
|
||
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED DISPOSITIVE POWER
158,804
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,804*
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
|
*
|
Consists of shares held directly by West Family Investments, Inc., an affiliate of Mr. Rochman. Mr. Rochman may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Rochman may be deemed to beneficially own such shares.
|
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
FRED G. STEINGRABER
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
PF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
|
8
|
SHARED VOTING POWER
-0-
|
||
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
CUSIP NO. 31678A103
|
1
|
NAME OF REPORTING PERSON
MURRAY R. WISE
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
PF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
76,700
|
|
|
8
|
SHARED VOTING POWER
34,700
|
||
|
9
|
SOLE DISPOSITIVE POWER
76,700
|
||
|
10
|
SHARED DISPOSITIVE POWER
34,700
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,500*
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
|
*
|
Consists of shares held directly by Murray Wise Associates, LLC, Crayton Road, LLC, and Wise Family Foundation, each an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Wise may be deemed to beneficially own such shares.
|
CUSIP NO. 31678A103
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D (the “Initial 13D”), as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of RNCP and RNIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 3,048,722 Shares beneficially owned by RNCP is approximately $18,820,309, excluding brokerage commissions. The aggregate purchase price of the 4,189,280 Shares beneficially owned by RNIP is approximately $25,781,969, excluding brokerage commissions.2
The Shares purchased by Mr. Rochman were purchased by an affiliate using working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A in the open market with personal funds. The aggregate purchase price of the 158,804 Shares owned directly by Mr. Rochman is approximately $955,135, excluding brokerage commissions. The Shares purchased by Mr. Wise were purchased in the open market with personal funds, except as otherwise noted in Schedule A annexed hereto. The aggregate purchase price of the 111,500 Shares owned directly by Mr. Wise is approximately $185,122, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
On December 11, 2015, RiverNorth filed with the Securities and Exchange Commission a preliminary proxy statement in connection with its forthcoming solicitation of proxies seeking (i) the election of Messrs. Rochman, Steingraber and Wise as directors of the Issuer’s Board of Directors and (ii) the approval of a proposal to terminate the Second Amended and Restated Investment Advisory Agreement, dated as of May 2, 2011, by and between the Issuer and Fifth Street Management LLC, at the Issuer’s 2016 Annual Meeting of Stockholders.
____________________
|
2.
|
The aggregate purchase price of the nominal Shares in connection with the swaps owned by RNCO is approximately $5,861,659, excluding brokerage commissions. The aggregate purchase price of the nominal Shares in connection with the swaps owned by RNSI is approximately $6,200,956, excluding brokerage commissions.
|
CUSIP NO. 31678A103
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 150,262,924 Shares outstanding, as of November 30, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 1, 2015.
|
A.
|
RNCP
|
|
|
(a)
|
As of the close of business on December 11, 2015, RNCP beneficially owned 3,048,722 Shares.
|
Percentage: Approximately 2.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 3,048,722
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 3,048,722
|
|
|
(c)
|
The transactions in the Shares by RNCP since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
|
B.
|
RNIP
|
|
|
(a)
|
As of the close of business on December 11, 2015, RNIP beneficially owned 4,189,280 Shares.
|
Percentage: Approximately 2.8%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 4,189,280
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 4,189,280
|
|
|
(c)
|
The transactions in the Shares by RNIP since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
|
C.
|
RNCO
|
|
|
(a)
|
As of the close of business on December 11, 2015, RNCO beneficially owned 0 Shares.
|
Percentage: Approximately Less than 1%3
____________________
|
3.
|
Possesses economic exposure to an aggregate of 1,043,000 Shares (representing approximately less than 1% of the outstanding Shares) due to certain cash-settled total return swap agreements.
|
CUSIP NO. 31678A103
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
RNCO has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
|
D.
|
RNSI
|
|
|
(a)
|
As of the close of business on December 11, 2015, RNSI beneficially owned 0 Shares.
|
Percentage: Approximately Less than 1%4
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
RNSI has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
|
E.
|
RiverNorth Management
|
|
|
(a)
|
RiverNorth Management, (i) as the general partner of RNCP, may be deemed the beneficial owner of the 3,048,722 Shares owned by RNCP, (ii) as the general partner of RNIP, may be deemed the beneficial owner of the 4,189,280 Shares owned by RNIP, (iii) as the investment advisor of RNCO, may be deemed to have economic exposure to the 1,043,000 Shares that RNCO also has economic exposure, and (iv) as the investment advisor of RNSI, may be deemed to have economic exposure to the 1,103,373 Shares that RNSI also has economic exposure.
|
Percentage: Approximately 6.2%5
|
|
(b)
|
1. Sole power to vote or direct vote: 9,384,375
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 9,384,375
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
RiverNorth Management has not entered into any transaction in the Shares since the filing of the Initial 13D. The transactions, if any, in the Shares on behalf of each of RNCP, RNIP, RNCO, and RNSI since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
_____________________
|
4.
|
Possesses economic exposure to an aggregate of 1,103,373 Shares (representing approximately less than 1% of the outstanding Shares) due to certain cash-settled total return swap agreements.
|
|
5.
|
Possesses economic exposure to an aggregate of 2,146,373 Shares (representing approximately 1.4% of the outstanding Shares) due to certain cash-settled total return swap agreements.
|
CUSIP NO. 31678A103
F. Mr. Rochman
|
|
(a)
|
As of the close of business on December 11, 2015, Mr. Rochman beneficially owned 158,804 Shares.6
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 158,804
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 158,804
|
|
|
(c)
|
Mr. Rochman has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
G. Mr. Steingraber
|
|
(a)
|
As of the close of business on December 11, 2015, Mr. Steingraber did not directly own any Shares.
|
Percentage: 0%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Mr. Steingraber has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
H. Mr. Wise
|
|
(a)
|
As of the close of business on December 11, 2015, Mr. Wise beneficially owned 111,500 Shares.7
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 76,700
|
|
|
2. Shared power to vote or direct vote: 34,700
|
|
|
3. Sole power to dispose or direct the disposition: 76,700
|
|
|
4. Shared power to dispose or direct the disposition: 34,700
|
__________________
|
6.
|
Consists of Shares held directly by West Family Investments, Inc., an affiliate of Mr. Rochman. Mr. Rochman may be deemed to share voting and dispositive power with respect to such Shares; therefore, Mr. Rochman may be deemed to beneficially own such Shares.
|
|
7.
|
Consists of Shares held directly by Murray Wise Associates, LLC, Crayton Road, LLC, and Wise Family Foundation, each an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such Shares; therefore, Mr. Wise may be deemed to beneficially own such Shares.
|
CUSIP NO. 31678A103
|
|
(c)
|
The transactions in the Shares by Mr. Wise since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
As of the close of business on December 11, 2015, the Reporting Persons collectively beneficially owned an aggregate of 9,654,679 Shares, constituting approximately 6.4% of the Shares outstanding.8
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
|
(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
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(e)
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Not applicable.
|
__________________
|
8
|
Possesses economic exposure to an aggregate of 2,146,373 Shares (representing approximately 1.4% of the outstanding Shares ) due to certain cash-settled total return swap agreements.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated December 14, 2015
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RiverNorth Capital Management, LLC
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||
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By:
|
____________________________ | |
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Name:
|
Marcus Collins
|
|
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Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
|
|
RiverNorth Capital Partners, L.P.
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|||
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RiverNorth Capital Management, LLC,
General Partner
|
|||
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By:
|
____________________________ | ||
|
Name:
|
Marcus Collins
|
||
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
||
|
RiverNorth Institutional Partners, L.P.
|
|||
|
RiverNorth Capital Management, LLC,
General Partner
|
|||
|
By:
|
____________________________ | ||
|
Name:
|
Marcus Collins
|
||
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
||
|
RiverNorth Core Opportunity Fund
|
||
|
RiverNorth Capital Management, LLC, Investment Advisor
|
||
|
By:
|
____________________________ | |
|
Name:
|
Marcus Collins
|
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
|
|
RiverNorth/DoubleLine Strategic Income Fund
|
||
|
RiverNorth Capital Management, LLC, Investment Advisor
|
||
|
By:
|
____________________________ | |
|
Name:
|
Marcus Collins
|
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
|
| ____________________________ |
|
RANDY I. ROCHMAN
|
| ____________________________ |
|
FRED G. STEINGRABER
|
| ____________________________ |
|
MURRAY R. WISE
|
SCHEDULE A
Transactions in the Shares since the filing of the Initial 13D
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
MURRAY R. WISE
|
100*
|
6.220
|
11/19/2015
|
|
15,000*
|
6.320
|
11/25/2015
|
|
5,000
|
6.360
|
12/03/2015
|
|
5,000
|
6.320
|
12/04/2015
|
|
5,000
|
6.260
|
12/08/2015
|
Consists of Shares held directly by the Wise Family Foundation, an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Wise may be deemed to beneficially own such shares.
RIVERNORTH CAPITAL PARTNERS, L.P.
|
200,412
|
6.4250
|
12/01/2015
|
|
23,957
|
6.3895
|
12/02/2015
|
|
58,911
|
6.3151
|
12/07/2015
|
|
60,000
|
6.2966
|
12/08/2015
|
|
20,571
|
6.3089
|
12/09/2015
|
RIVERNORTH INSTITUTIONAL PARTNERS, L.P.
|
3,585
|
6.3895
|
12/02/2015
|
|
29,429
|
6.3098
|
12/09/2015
|