Statement of Changes in Beneficial Ownership (4)
November 19 2019 - 3:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Fortress Investment Group LLC |
2. Issuer Name and Ticker or Trading Symbol
Medley Capital Corp
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MCC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2019 |
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(Street)
NEW YORK, NY 10105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/15/2019 | | S | | 1736 | D | $1.989 (1) | 7754602 | I | See footnote (2)(3) |
| Common Stock | 11/18/2019 | | S | | 1400 | D | $1.98 | 7753202 | I | See footnote (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | The price in Column 4 is a weighted average price. The prices actually received ranged from $1.98 to $2.00 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| (2) | 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] |
| (3) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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DB Med Investor I LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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Drawbridge Special Opportunities Fund LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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Drawbridge Special Opportunities GP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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Fortress Principal Investment Holdings IV LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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FIG LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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FIG Corp.
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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DRAWBRIDGE SPECIAL OPPORTUNITES FUND LTD
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
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Signatures
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| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
| /s/ Eric Markus as Attorney-in-Fact | | 11/19/2019 |
| **Signature of Reporting Person | Date |
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