Form SC 13D/A Medley Capital Corp Filed by: Taube Brook
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)*
Under the Securities Exchange Act of 1934
| Medley Capital Corporation | ||
| (Name of Issuer) | ||
| Common Stock, $0.001 Par Value | ||
| (Title of Class of Securities) | ||
| 58503F 304 | ||
| (CUSIP Number) | ||
| Brook Taube | ||
| Medley LLC | ||
| 280 Park Avenue, 6th Floor East | ||
| New York, NY 10017 | ||
| (212) 759-0777 | ||
| (Name, Address and Telephone Number of Person | ||
| Authorized to Receive Notices and Communications) | ||
| May 15, 2017 | ||
| (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 Rules 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 §240.13d-7 for other parties to whom copies are to be sent.
* 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 (“Act”) 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).
| 1 |
| CUSIP No. 58503F 304 | 13D | Page 2 of 10 Pages |
| 1 |
Name of Reporting Person/ I.R.S. Identification No. of Above
Person (Entities Only) | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | WC |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | 7,756,938* | |
| 9 | Sole Dispositive Power | 0 | |
| 10 | Shared Dispositive Power | 7,756,938* |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,756,938 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) | |
| 13 | Percent of Class Represented by Amount in Row (11) | 14.24%** |
| 14 | Type of Reporting Person | CO |
* Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.
** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.
| 2 |
| CUSIP No. 58503F 304 | 13D | Page 3 of 10 Pages |
| 1 |
Name of Reporting Person/ I.R.S. Identification No. of Above
Person (Entities Only)
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | WC |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | 7,756,938* | |
| 9 | Sole Dispositive Power | 0 | |
| 10 | Shared Dispositive Power | 7,756,938* |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,756,938 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) | |
| 13 | Percent of Class Represented by Amount in Row (11) | 14.24%** |
| 14 | Type of Reporting Person | CO |
* These shares are deemed to be beneficially owned by Medley LLC, which has discretionary power over such shares as the managing member of Medley Seed Funding I LLC. Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.
** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.
| 3 |
| CUSIP No. 58503F 304 | 13D | Page 4 of 10 Pages |
| 1 |
Name of Reporting Person/ I.R.S. Identification No. of Above Person (Entities Only)
Medley Management Inc.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | WC |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | 7,756,938* | |
| 9 | Sole Dispositive Power | 0 | |
| 10 | Shared Dispositive Power | 7,756,938* |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,756,938 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) | |
| 13 | Percent of Class Represented by Amount in Row (11) | 14.24%** |
| 14 | Type of Reporting Person | CO |
* These shares are deemed to be beneficially owned by Medley Management Inc., a holding company whose sole asset is its controlling equity interest in Medley LLC, which in turn controls Medley Seed Funding I LLC. Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.
** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.
| 4 |
| CUSIP No. 58503F 304 | 13D | Page 5 of 10 Pages |
| 1 |
Name of Reporting Person/ I.R.S. Identification No. of Above Person (Entities Only)
Medley Group LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | WC |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | 7,756,938* | |
| 9 | Sole Dispositive Power | 0 | |
| 10 | Shared Dispositive Power | 7,756,938* |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,756,938 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) | |
| 13 | Percent of Class Represented by Amount in Row (11) | 14.24%** |
| 14 | Type of Reporting Person | CO |
* These shares are deemed to be beneficially owned by Medley Group LLC, which has discretionary power over such shares in light of its controlling interest in Medley LLC, the managing member of Medley Seed Funding I LLC. Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.
** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.
| 5 |
| CUSIP No. 58503F 304 | 13D | Page 6 of 10 Pages |
| 1 |
Name of Reporting Person/ I.R.S. Identification No. of Above Person (Entities Only)
Brook Taube
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | OO; PF |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization | United States |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power | 190,000* |
| 8 | Shared Voting Power | 7,756,938** | |
| 9 | Sole Dispositive Power | 190,000* | |
| 10 | Shared Dispositive Power | 7,756,938** |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,946,938 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) | |
| 13 | Percent of Class Represented by Amount in Row (11) | 14.59%*** |
| 14 | Type of Reporting Person | IN |
* These shares are held by a trust for the benefit of the Reporting Person's family, for which the Reporting Person serves as a trustee. Based upon information contained in the Form 4 filed by Brook Taube on July 12, 2017.
** These shares are deemed to be beneficially owned by Brook Taube as a result of his discretionary power over such shares due to his status as a controlling person of Medley LLC, the managing member of Medley Seed Funding I LLC. Based upon information contained in the Form 4 filed by Brook Taube on July 12, 2017.
*** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.
| 6 |
| CUSIP No. 58503F 304 | 13D | Page 7 of 10 Pages |
| 1 |
Name of Reporting Person/ I.R.S. Identification No. of Above Person (Entities Only)
Seth Taube
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | OO; PF |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization | United States |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power | 177,510* |
| 8 | Shared Voting Power | 7,756,938** | |
| 9 | Sole Dispositive Power | 177,510* | |
| 10 | Shared Dispositive Power | 7,756,938** |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 7,934,448 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ (See Instructions) | |
| 13 | Percent of Class Represented by Amount in Row (11) | 14.57%*** |
| 14 | Type of Reporting Person | IN |
* Includes 142,510 shares held by a trust for the benefit of the Reporting Person's family, for which the Reporting Person serves as a trustee, and 35,000 shares held by The Seth and Angie Taube Foundation, Inc., which is a 501(c)(3) charitable organization, for which the Reporting Person serves as a trustee. Based upon information contained in the Form 4 filed by Seth Taube on July 12, 2017.
** These shares are deemed to be beneficially owned by Seth Taube as a result of his discretionary power over such shares due to his status as a controlling person of Medley LLC, the managing member of Medley Seed Funding I LLC. Based upon information contained in the Form 4 filed by Seth Taube on July 12, 2017.
*** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.
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INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 14, 2017 (the “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Medley Capital Corporation (the “Issuer”). The principal executive office of the Issuer is 280 Park Avenue, 6th Floor East, New York, New York 10017. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.
Item 2. Identity and Background.
Item 2 of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D remains unchanged.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b), and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) See Items 11 and 13 of the cover pages of this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares and percentage of the Common Stock identified pursuant to Item 1 beneficially owned by each of Medley Seed Funding I LLC, Medley LLC, Medley Management Inc. ("MDLY"), Medley Group LLC, Brook Taube and Seth Taube (together, the “Reporting Persons”).
(b) See Items 7, 8, 9 and 10 of the cover pages to this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares of the Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition of such shares of the Common Stock.
MDLY has a controlling equity interest in, and is the sole managing member of, Medley LLC. Medley Group LLC has a controlling equity interest in MDLY. Brook Taube and Seth Taube have a majority equity interest in, and each individually maintain a controlling interest in, Medley Group LLC. As a result, Brook Taube and Seth Taube are both deemed to control MDLY, which in turn controls Medley LLC, which serves as the managing member of Seed Funding.
(c) Since the filing of the Schedule 13D, Seed Funding conducted the following transactions in the Common Stock pursuant to the Plan. All transactions were conducted in the open market for cash. If the shares were purchased in multiple transactions in a single trading day, the price per share reported in the third column is the weighted average price. The aggregate sale price in column 4 does not reflect brokerage commissions paid.
| 8 |
| Date of Transaction | Number of Shares | Price per Share | Aggregate Sale Price | |||||||||
| 03/07/2017 | 37,754 | $ | 7.4976 | $ | 283,064.3904 | |||||||
| 03/08/2017 | 3,081 | $ | 7.50 | $ | 23,107.5 | |||||||
| 03/09/2017 | 76,845 | $ | 7.4743 | $ | 574,362.5835 | |||||||
| 03/13/2017 | 11,253 | $ | 7.4994 | $ | 84,390.7482 | |||||||
| 03/14/2017 | 39,270 | $ | 7.50 | $ | 394,525 | |||||||
| 03/15/2017 | 42,800 | $ | 7.5 | $ | 321,000 | |||||||
| 03/16/2017 | 400 | $ | 7.50 | $ | 3,000 | |||||||
| 03/17/2017 | 11,660 | $ | 7.50 | $ | 87,500 | |||||||
| 05/09/2017 | 49,869 | $ | 6.8409 | $ | 341,148.8421 | |||||||
| 05/10/2017 | 49,869 | $ | 6.1912 | $ | 308,748.9528 | |||||||
| 05/11/2017 | 49,869 | $ | 6.1579 | $ | 307,088.3151 | |||||||
| 05/12/2017 | 80,000 | $ | 6.175 | $ | 494,000 | |||||||
| 05/15/2017 | 55,151 | $ | 6.1441 | $ | 338,853.2591 | |||||||
| 05/16/2017 | 94,986 | $ | 6.1625 | $ | 585,351.225 | |||||||
| 05/17/2017 | 101,376 | $ | 6.1518 | $ | 623,644.8768 | |||||||
| 05/18/2017 | 101,376 | $ | 6.2349 | $ | 632,069.2224 | |||||||
| 05/19/2017 | 101,376 | $ | 6.2157 | $ | 630,122.8032 | |||||||
| 05/22/2017 | 133,549 | $ | 6.1482 | $ | 821,085.9618 | |||||||
| 05/23/2017 | 124,927 | $ | 6.1313 | $ | 965,9664.9151 | |||||||
| 05/24/2017 | 133,549 | $ | 6.106 | $ | 815,450.194 | |||||||
| 05/25/2017 | 133,549 | $ | 6.0756 | $ | 811,390.3044 | |||||||
| 05/26/2017 | 133,549 | $ | 6.0574 | $ | 808,959.7126 | |||||||
| 05/30/2017 | 169,029 | $ | 6.104 | $ | 1,031,753.016 | |||||||
| 05/31/2017 | 117,298 | $ | 6.1095 | $ | 716,632.131 | |||||||
| 06/01/2017 | 169,029 | $ | 6.1367 | $ | 1,037,280.2643 | |||||||
| 06/02/2017 | 169,029 | $ | 6.1246 | $ | 1,035,235.0134 | |||||||
| 06/05/2017 | 194,967 | $ | 6.0781 | $ | 1,185,028.9227 | |||||||
| 06/06/2017 | 194,967 | $ | 6.0587 | $ | 1,181,246.5629 | |||||||
| 06/07/2017 | 194,967 | $ | 6.0924 | $ | 1,187,816.9508 | |||||||
| 06/08/2017 | 194,967 | $ | 6.1466 | $ | 1,198,384.1622 | |||||||
| 06/09/2017 | 194,967 | $ | 6.1374 | $ | 1,194,640.7958 | |||||||
| 06/12/2017 | 162,212 | $ | 6.1755 | $ | 1,001,740.206 | |||||||
| 06/13/2017 | 162,212 | $ | 6.2556 | $ | 1,014,733.3872 | |||||||
| 06/14/2017 | 143,497 | $ | 6.2411 | $ | 895,579.1267 | |||||||
| 06/15/2017 | 162,212 | $ | 6.2564 | $ | 1,014,863.1568 | |||||||
| 06/16/2017 | 162,212 | $ | 6.3214 | $ | 1,025,406.9368 | |||||||
| 06/19/2017 | 95,713 | $ | 6.3923 | $ | 611,826.2099 | |||||||
| 06/20/2017 | 153,711 | $ | 6.3412 | $ | 974,712.1932 | |||||||
| 06/21/2017 | 153,711 | $ | 6.2362 | $ | 958,572.5382 | |||||||
| 06/22/2017 | 153,711 | $ | 6.2599 | $ | 962,215.4889 | |||||||
| 06/23/2017 | 117,833 | $ | 6.3255 | $ | 745,352.6415 | |||||||
| 06/26/2017 | 38,287 | $ | 6.3888 | $ | 244,607.9856 | |||||||
| 06/27/2017 | 136,154 | $ | 6.3453 | $ | 863,937.9762 | |||||||
| 06/28/2017 | 102,152 | $ | 6.3628 | $ | 649,972.7456 | |||||||
| 06/29/2017 | 33,114 | $ | 6.3991 | $ | 211,899.7974 | |||||||
| 06/30/2017 | 3,039 | $ | 6.40 | $ | 19,449.60 | |||||||
| 07/03/2017 | 14,999 | $ | 6.40 | $ | 95,993.60 | |||||||
| 07/05/2017 | 50,049 | $ | 6.40 | $ | 320,313.60 | |||||||
| 07/06/2017 | 105,932 | $ | 6.3824 | $ | 676,100.3968 | |||||||
| 07/07/2017 | 92,116 | $ | 6.3499 | $ | 584,927.3884 | |||||||
| 07/10/2017 | 12,109 | $ | 6.3987 | $ | 77,481.8583 | |||||||
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D remains unchanged.
Item 7. Material to be Filed as Exhibits.
| Exhibit 7.01 | Master Investment Agreement, dated as of June 3, 2016, among Medley LLC, Medley Seed Funding I LLC, Medley Seed Funding II LLC, Medley Seed Funding III LLC, DB MED Investor I LLC and DB MED Investor II LLC (incorporated by reference to Exhibit 10.11 to Medley LLC’s Registration Statement on Form S-1/A (File No. 333-212514) filed on July 28, 2016) (Incorporated by reference to Exhibit 7.01 to the Schedule 13D filed on February 13, 2017) |
| Exhibit 7.02 | Joint Filing Agreement by and among the Reporting Persons, dated February 13, 2017 (Incorporated by reference to Exhibit 7.02 to the Schedule 13D filed on February 13, 2017). |
| 9 |
SignatureS
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him or it, as applicable, is true, complete and correct.
| MEDLEY LLC | ||
| By: | /s/ Brook Taube | |
| Name: Brook Taube | ||
| Title: Co-Chief Executive Officer | ||
| Date: March 1, 2018 | ||
| MEDLEY MANAGEMENT INC. | ||
| By: | /s/ Brook Taube | |
| Name: Brook Taube | ||
| Title: Co-Chief Executive Officer | ||
| Date: March 1, 2018 | ||
| MEDLEY GROUP LLC | ||
| By: | /s/ Brook Taube | |
| Name: Brook Taube | ||
| Title: Chief Executive Officer | ||
| Date: March 1, 2018 | ||
| MEDLEY SEED FUNDING I LLC | ||
| By: Medley LLC, its Managing Member | ||
| By: | /s/ Brook Taube | |
| Name: Brook Taube | ||
| Title: Co-Chief Executive Officer | ||
| Date: March 1, 2018 | ||
| BROOK TAUBE | ||
| /s/ Brook Taube | ||
| Date: March 1, 2018 | ||
| SETH TAUBE | ||
| /s/ Seth Taube | ||
| Date: March 1, 2018 | ||
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