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Form 4 SLR Investment Corp. For: Dec 05 Filed by: SPOHLER BRUCE J

December 8, 2022 6:10 AM EST

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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).
1. Name and Address of Reporting Person *
SPOHLER BRUCE J

(Last) (First) (Middle)
C/O SLR INVESTMENT CORP
500 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SLR Investment Corp. [ SLRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/05/2022   P   59,400 A $ 15.024 (1) 3,249,327 I See Footnotes (2) (3) (4) (5)
Common Stock 12/06/2022   P   4,287 A $ 14.9044 (6) 3,253,614 I See Footnotes (2) (3) (4) (5)
Common Stock               75,873 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (7) 12/07/2022   A (8)     276,942.44 (7)   (7)   (7) Common Stock 276,942.44 $ 0 276,942.44 I See Footnote (7)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on December 5, 2022 is based on prices ranging from a low of $14.96 per share to a high of $15.12 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth above and for the trades set forth in footnote (6).
2. The total includes 455,930 shares of the Issuer held by the Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"). The SCP Plan is controlled by SLR Capital Partners, LLC ("SLR Capital Partners"). Messrs. Spohler and Gross may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners.
3. (Continued from Footnote (2)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I"), 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), 355,107 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 77 shares of the Issuer held by SLR Capital Management, LLC ("SLR Management"), a portion held by each entity may be deemed to be indirectly beneficially owned by Mr. Spohler, Mr. Gross and a grantor retained annuity trust setup by and for Mr. Gross by virtue of their collective ownership interest therein.
4. (Continued from Footnote (3)) The total also includes 199,466 shares of common stock of the Issuer held by a trust for which Bruce J. Spohler acts as co-trustee and of which he and certain members of his immediate family are beneficiaries (the "Spohler Trust"), and 243,021 shares of the Issuer held by a limited liability company for which he serves as the manager and in which he owns a pro rata interest (the "Spohler LLC").
5. (Continued from Footnote (4)) Mr. Spohler disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I, Solar Capital II, Solar Senior Investors, SLR Management, the Spohler Trust and the Spohler LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Spohler is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on December 6, 2022 is based on prices ranging from a low of $14.88 per share to a high of $15.04 per share.
7. Grants of new restricted stock units ("RSUs") with respect to 276,942.4400 shares held by the SCP Plan to certain of SLR Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated December 7, 2022. Shares of the common stock of the Issuer underlying the RSUs are scheduled to vest in installments of 50% on March 1, 2024 and 50% on March 3, 2025. Upon settlement, the RSUs will become payable on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof at the election of the SCP Plan administrators, Messrs. Spohler and Gross.
8. Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Remarks:
Co-Chief Executive Officer, Chief Operating Officer and Director
/s/ Bruce J. Spohler 12/07/2022
** 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.


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