SLR Investment Corp. (NASDAQ: SLRC) insider logs RSU cash settlement and new awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SLR Investment Corp. insider Bruce J. Spohler, through entities associated with the Solar Capital Partners Employee Stock Plan, reported several compensation-related equity changes involving restricted stock units (RSUs) and common stock, with no open‑market buying or selling of SLR Investment Corp. shares.
RSUs tied to 10,986.5968 shares held by the Solar Capital Partners Employee Stock Plan, LLC (the SCP Plan) expired without value. RSUs covering 354,511.3826 shares granted to certain SLR Capital Partners employees were settled in cash at the administrators’ election, which may be deemed a purchase of the underlying shares for Section 16 purposes, but footnotes state that 3,827,977 shares of SLR Investment Corp. common stock were held before and after this settlement, so no new shares were actually acquired. In addition, new RSU grants covering 466,378.4286 shares were issued to employees under the SCP Plan, vesting in two equal installments scheduled on the later of March 1, 2028 and the opening of the trading window and on the later of March 1, 2029 and the opening of the trading window. Spohler disclaims beneficial ownership of securities directly held by the SCP Plan and related entities except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
354,511.383 shares exercised/converted
Mixed
6 txns
Insider
SPOHLER BRUCE J
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| E | Restricted Stock Units | 10,986.597 | $0.00 | -- |
| Exercise | Restricted Stock Units | 354,511.383 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 466,378.429 | $0.00 | -- |
| Exercise | Common Stock | 354,511.383 | $0.00 | -- |
| Grant/Award | Common Stock | 354,511.383 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 785,936.819 shares (Indirect, See Footnote);
Common Stock — 3,473,465.618 shares (Indirect, See Footnotes);
Common Stock — 75,873 shares (Direct)
Footnotes (1)
- 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. Michael S. Gross and Bruce J. Spohler, as administrators of the Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), elected to settle 354,511.3826 restricted stock units ("RSUs") previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Gross's partial pecuniary interest as described in footnotes 3, 4, 5 and 6. The settlement was approved in advance in accordance with Rule 16b-3. The total includes 1,030,293 shares of SLR Investment Corp. (the "Issuer") held by the SCP Plan. The SCP Plan is controlled by SLR Capital Partners, LLC ("SLR Capital Partners"). Messrs. Bruce J. Spohler and Michael S. 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. (Continued from Footnote (3)) 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. (Continued from Footnote (4)) 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"). (Continued from Footnote (5)) 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. These 3,827,977 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired as a result of the settlement of the 354,511.3826 RSUs. The RSUs with respect to 10,986.5968 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees terminated without value. The RSUs could have been settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Spohler and Gross. Messrs. Spohler and Gross may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. Each of the expiring classes of RSUs were outstanding for more than six months at the time of expiration. Expirations relate to the 2024 and 2025 grants of RSUs. RSUs with respect to 354,511.3826 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees on March 9, 2023 and March 13, 2024 settled on March 13, 2026, respectively. RSUs may be settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. The administrators elected to settle the vested portion in cash. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. Settlements relate to the 2023 and 2024 grants of RSUs and the holdings relate to the remaining portion of the 2024 RSU grants. Grants of new restricted stock units with respect to 466,378.4286 shares held by the SCP Plan to certain of SLR Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated March 13, 2026. Shares of the common stock of the Issuer underlying the RSUs are scheduled to vest in installments of 50% on the latter of March 1, 2028 and the date of the opening of the trading window and 50% on the latter of March 1, 2029 and the date of the opening of the trading window. 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.
