| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Medley Capital Corp [ MCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2019 | ||||||||||||||||||||||||||
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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 | 11/08/2019 | S | 600 | D | $2.035 | 7,756,338 | I | See footnote(1)(2) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. DB Med Investor I LLC, a Delaware limited liability company ("DB Med"), directly owns shares of common stock of the Issuer. Drawbridge Special Opportunities Fund LP, a Delaware limited partnership ("DBSO"), and Drawbridge Special Opportunities Fund LTD, a Cayman Islands exempted company ("DBSO Ltd."), are the members of DB Med. Drawbridge Special Opportunities GP LLC, a Delaware limited liability company ("DBSO GP"), is the general partner of DBSO and DBSO Ltd. Fortress Principal Investment Holdings IV LLC, a Delaware limited liability company ("FPI IV"), is the managing member of DBSO GP. [Footnote continues below] |
| 2. Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company ("DBSO Advisors"), is the investment manager of DBSO and DBSO Ltd. FIG LLC, a Delaware limited liability company, is the holder of all of the issued and outstanding interests of DBSO Advisors. Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the holder of all of the issued and outstanding interests of FPI IV and the Class A member of FIG LLC. FIG Corp., a Delaware corporation, is the general partner of FOE I. Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), is the holder of all of the issued and outstanding shares of FIG Corp. |
| Remarks: |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| /s/ Eric Markus as Attorney-in-Fact | 11/13/2019 | |
| ** 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. | ||
POWER OF
ATTORNEY
Each of the undersigned
hereby constitutes and appoints Eric R. Markus as such undersigned's true and
lawful authorized
representative and attorney-in-fact to execute for and on behalf of such
undersigned and to file with the United States Securities and Exchange
Commission and any other authority any Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules
promulgated thereunder.
Each of the undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform all and every
act and thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue of this
power of attorney and the rights and powers herein granted. Each of
the undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming any of such
undersigned's
responsibilities to comply with Section 16 or any other provision of the
1934 Act.
This Power of Attorney
shall remain in full force and effect for each undersigned until the earliest of
the date that (i)
such undersigned is no longer required to file any Forms 3, 4 and 5, (ii)
this Power of Attorney is revoked by such undersigned in a signed writing
delivered to the foregoing attorney-in-fact and (iii) is one year from the date
hereof.
IN WITNESS WHEREOF,
each of the undersigned has caused this Power of Attorney to be executed as of
November 12, 2019.
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DB MED INVESTOR I
LLC
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DRAWBRIDGE SPECIAL OPPORTUNITIES FUND
LP
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By: Drawbridge Special Opportunities
Fund LP, its member manager
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By: Drawbridge Special Opportunities GP
LLC, its general partner
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By: Drawbridge Special Opportunities GP
LLC, its general partner
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By:
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/s/ Constantine M. Dakolias
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By:
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/s/ Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Title: President
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Title: President
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DRAWBRIDGE SPECIAL
OPPORTUNITIES GP LLC
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DRAWBRIDGE SPECIAL OPPORTUNITIES FUND
LTD.
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By:
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/s/ Constantine M. Dakolias
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By:
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/s/ Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Title: President
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Title: President
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DRAWBRIDGE SPECIAL
OPPORTUNITIES ADVISORS LLC
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FORTRESS PRINCIPAL
INVESTMENT HOLDINGS IV LLC
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By:
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/s/ Constantine M. Dakolias
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By:
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/s/ David N. Brooks
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Name: Constantine M. Dakolias
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Name: David N. Brooks
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Title: President
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Title: General Counsel
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FORTRESS OPERATING
ENTITY I LP
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FIG LLC
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By:
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/s/ David N. Brooks
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By:
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/s/ David N. Brooks
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Name: David N. Brooks
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Name: David N. Brooks
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Title: Secretary
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Title: Secretary
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FORTRESS INVESTMENT
GROUP LLC
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FIG CORP.
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By:
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/s/ David N. Brooks
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By:
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/s/ David N. Brooks
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Name: David N. Brooks
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Name: David N. Brooks
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Title: Secretary
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Title: Secretary
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POWER OF
ATTORNEY
Each of the undersigned
hereby constitutes and appoints James S. Seevers, Jr. as such undersigned's true
and lawful
authorized representative and attorney-in-fact to execute for and on behalf
of such undersigned and to file with the United States Securities and Exchange
Commission and any other authority any Forms 3, 4 and 5 in accordance with
Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules
promulgated thereunder.
Each of the undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform all and every act
and thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue of this power
of attorney and the rights and powers herein granted. Each of the
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of such
undersigned's responsibilities
to comply with Section 16 or any other provision of the 1934 Act.
This Power of Attorney
shall remain in full force and effect for each undersigned until the earliest of
the date that (i)
such undersigned is no longer required to file any Forms 3, 4 and 5, (ii)
this Power of Attorney is revoked by such undersigned in a signed writing
delivered to the foregoing attorney-in-fact and (iii) is one year from the date
hereof.
IN WITNESS WHEREOF,
each of the undersigned has caused this Power of Attorney to be executed as of
November 12, 2019.
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DB MED INVESTOR I
LLC
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DRAWBRIDGE SPECIAL OPPORTUNITIES FUND
LP
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By: Drawbridge Special Opportunities
Fund LP, its member manager
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By: Drawbridge Special Opportunities GP
LLC, its general partner
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By: Drawbridge Special Opportunities GP
LLC, its general partner
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By:
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/s/ Constantine M. Dakolias
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By:
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/s/ Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Title: President
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Title: President
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DRAWBRIDGE SPECIAL
OPPORTUNITIES GP LLC
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DRAWBRIDGE SPECIAL OPPORTUNITIES FUND
LTD.
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By:
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/s/ Constantine M. Dakolias
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By:
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/s/ Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Name: Constantine M. Dakolias
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Title: President
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Title: President
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DRAWBRIDGE SPECIAL
OPPORTUNITIES ADVISORS LLC
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FORTRESS PRINCIPAL
INVESTMENT HOLDINGS IV LLC
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By:
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/s/ Constantine M. Dakolias
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By:
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/s/ David N. Brooks
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Name: Constantine M. Dakolias
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Name: David N. Brooks
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Title: President
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Title: General Counsel
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FORTRESS OPERATING
ENTITY I LP
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FIG LLC
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By:
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/s/ David N. Brooks
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By:
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/s/ David N. Brooks
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Name: David N. Brooks
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Name: David N. Brooks
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Title: Secretary
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Title: Secretary
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FORTRESS INVESTMENT
GROUP LLC
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FIG CORP.
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By:
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/s/ David N. Brooks
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By:
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/s/ David N. Brooks
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Name: David N. Brooks
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Name: David N. Brooks
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Title: Secretary
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Title: Secretary
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