Keenan James returned 490,003 shares to the company, closing all direct ownership in the company (SEC Form 4)
$BKCC
Finance: Consumer Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BlackRock Capital Investment Corp [ BKCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/18/2024 | D(1) | 490,003 | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Shares | (3)(4) | 03/18/2024 | D(1) | 42,247.05 | (3)(4) | (3)(4) | Common Stock | 42,247.05 | (5) | 0 | D | ||||
| Phantom Shares | (3)(6) | 03/18/2024 | D(1) | 52,024.86 | (3)(6) | (3)(6) | Common Stock | 52,024.86 | (5) | 0 | D | ||||
| Phantom Shares | (3)(7) | 03/18/2024 | D(1) | 113,305.93 | (3)(7) | (3)(7) | Common Stock | 113,305.93 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 18, 2024, Blackrock TCP Capital Corp. ("TCPC") acquired BlackRock Capital Investment Corporation (the "Issuer") pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024, entered into by and among the TCPC, the Issuer, BCIC Merger Sub, LLC an indirect wholly-owned subsidiary of TCPC ("Merger Sub"), and, solely for limited purposes, BlackRock Capital Investment Advisors, LLC ("BCIA") and Tennenbaum Capital Partners, LLC, a wholly owned subsidiary of BCIA. In accordance with the Merger Agreement, Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as an indirect wholly-owned subsidiary of TCPC (the "Merger"). |
| 2. At the effective time of the Merger, each outstanding share of the Issuer common stock (other than certain excluded shares) automatically converted into the right to receive 0.3834 validly issued, fully-paid and nonassessable shares of TCPC common stock. |
| 3. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash. |
| 4. As previously reported on a Form 4 dated February 2, 2022, the Reporting Person was granted phantom shares on January 31, 2022 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date. |
| 5. In connection with the Merger, each Issuer phantom share converted into 0.3651 TCPC phantom shares on substantially the same terms and conditions as the Issuer award. |
| 6. As previously reported on a Form 4 dated February 2, 2023, the Reporting Person was granted phantom shares on January 31, 2023 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date. |
| 7. As previously reported on a Form 4 dated February 2, 2024, the Reporting Person was granted phantom shares on January 31, 2024 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date. |
| /s/ Laurence D. Paredes as Attorney-in-Fact | 03/20/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||