Names of Reporting Persons.

Leonard M. Tannenbaum

Names of Reporting Persons.

Fifth Street Asset Management Inc.

This Schedule 13D is being filed to report the beneficial ownership of shares of common stock, $0.01 par value per share (the “Shares”), of Fifth Street Finance Corp. (the “Issuer”). The address of the principal executive offices of the Issuer is 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830.

(a)      This Schedule 13D is being filed by Leonard M. Tannenbaum, a citizen of the United States of America, and Fifth Street Asset Management Inc., a Delaware corporation (“FSAM” and, together with Mr. Tannenbaum, the “Reporting Persons”).

(b)      The principal business address of each of the Reporting Persons is 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830.

(c)      FSAM is an asset management firm. Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM and controls more than 90% of the combined voting power of the Class A common stock and Class B common stock of FSAM.

(d)      None of the Reporting Persons nor any person set forth in Schedule A, has been, during the past five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)      None of the Reporting Persons nor any person set forth in Schedule A, has been, during the past five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)      The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A.

The acquisition of the Shares reported on this Schedule 13D was made using Mr. Tannenbaum’s personal funds, except that the Shares beneficially owned by Mr. Tannenbaum through FSAM (as described in Item 5) were acquired using FSAM’s working capital.

Fifth Street Management LLC (“FSM”), a subsidiary of FSAM, serves as the investment adviser to the Issuer. Pursuant to an investment advisory agreement between FSM and the Issuer, FSM is responsible for the management of the Issuer’s investment portfolio. Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM and controls more than 90% of the combined voting power of the Class A common stock and Class B common stock of FSAM. Mr. Tannenbaum is the founder of Fifth Street, a longtime stockholder of the Issuer and is a member of FSM’s Management Committee. As a result of the foregoing shareholdings and positions, Mr. Tannenbaum may engage in discussions with management of the Issuer, the Board of Directors of the Issuer (the “Board”), other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. The Reporting Persons evaluate the investment in the Shares on a continuing basis including, without limitation, the possibility of further acquisitions of Shares. Any such acquisitions of Shares may be made in open market or private transactions, block purchases or otherwise.

On December 11, 2015, RiverNorth Capital Management, LLC (together with funds managed by it, “RiverNorth”) filed a proxy statement (“RiverNorth Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) nominating three candidates for election to the Board at the Issuer’s 2016 Annual Meeting of Stockholders. In addition, the RiverNorth Proxy Statement includes a binding proposal seeking stockholder approval to terminate the investment advisory agreement between FSM and the Issuer.

Other than as described above, neither the Reporting Persons nor any person set forth in Schedule A currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4(a)–(j) of Schedule 13D, although the Reporting Persons and any person set forth in Schedule A may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 150,262,924 outstanding Shares as of November 30, 2015, as reported in the Issuer’s Form 10-K filed on December 1, 2015. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power (i) 5,643,080.404 Shares are held by him directly; (ii) 80,000 Shares are held by the Leonard M. Tannenbaum Foundation (the “Foundation”), for which Mr. Tannenbaum serves as the President and (iii) 135,483 Shares are issuable upon conversion of the Convertible Notes (as defined in Item 6), which are convertible within 60 days of this Schedule 13D. Of the Shares over which Mr. Tannenbaum has shared voting and dispositive power, (i) 1,050 Shares are directly held by his spouse and (ii) 3,988,282 are directly held by FSAM.

(c) As further described in Item 6, the Convertible Notes held by Mr. Tannenbaum become convertible at his option on January 1, 2016. Accordingly, on November 2, 2015 (60 days prior to January 1, 2016), Mr. Tannenbaum acquired beneficial ownership of 135,483 Shares, which represent the Shares issuable upon conversion of his Convertible Notes at the current conversion rate.

The following table sets forth all other transactions with respect to Shares effected during the past sixty days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

Name of Reporting Person

Date of Transaction

Amount of Securities

Weighted Average Price
per Share

(d) Mr. Tannenbaum’s spouse has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,050 Shares beneficially owned by Mr. Tannenbaum. The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 80,000 Shares beneficially owned by Mr. Tannenbaum.

(e) Not applicable

Convertible Notes

On April 12, 2011, the Issuer issued $152 million of 5.375% Convertible Notes due 2016 (the “Convertible Notes”) pursuant to an Indenture, dated April 12, 2011, between the Issuer and Deutsche Bank Trust Company Americas, as trustee. Of this amount, $2 million were issued to Mr. Tannenbaum. On or after January 1, 2016 until the close of business on March 31, 2016, Mr. Tannenbaum may convert his Convertible Note at any time. Upon election to convert, the Issuer will deliver and Mr. Tannenbaum will receive Shares. Currently, the conversion rate is 67.7415 Shares per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $14.76 per Share). Based on this conversion rate, Mr. Tannenbaum would receive 135,483 Shares upon election to convert his Convertible Notes. The conversion rate is subject to customary anti-dilution adjustments, including for any cash dividends or distributions paid on Shares in excess of a monthly distribution of $0.1066 per share, but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the Convertible Notes’ maturity date, the conversion rate will be increased for Mr. Tannenbaum.

Brokerage Agreement

Of the Shares reported in Item 5 as directly held by Mr. Tannenbaum, some of such Shares are held in a margin account pursuant to a brokerage agreement.

Joint Filing Agreement

Indenture, dated April 12, 2011, relating to the 5.375% Convertible Notes due 2016, between the Issuer and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 filed with the Issuer’s Form 8-K (File No. 001-33901) filed on April 12, 2011).

Name

Position at FSAM

Business Address / Address of Employer

Principal Occupation or Employment

Name and Principal Business of Employer

Beneficial Ownership
of Shares¹

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

25,968 Shares

<0.1%

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

10,000 Shares

<0.1%

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

15,223 Shares

<0.1%

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

28,260

<0.1%

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

87 Main Street

New Haven, CT 06840

College Street Foods, LLC, a restaurant business

1 Sound Shore Drive,

Suite 102

Greenwich, CT 06830

437 Madison Avenue

New York, NY 10022