Repertoire Master Fund LP 4/A

Accession 0000935836-23-000652

CIK 0001372807other

View on SEC.gov Company Profile

Filed

Oct 9, 8:00 PM ET

Accepted

Oct 10, 1:45 PM ET

Size

113.8 KB

Accession

0000935836-23-000652

Insider Transaction Report

Form 4/AAmended

Period: 2023-01-12

Portman Ridge Finance CorpPTMN

Repertoire Master Fund LP

10% Owner

Transactions

Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-17−2,567→ 66,517 total
Exercise: $24.63→ Common Stock (2,567 underlying)
OtherSwap
Equity Swap (Obligation to Buy)
2023-02-28+2,744→ 2,744 total
Exercise: $23.11→ Common Stock (2,744 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-08−5,107→ 0 total
Exercise: $22.98→ Common Stock (5,107 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-08−109→ 7,218 total
Exercise: $22.65→ Common Stock (109 underlying)
OtherSwap
Equity Swap (Obligation to Buy)
2023-03-10+1,233→ 1,233 total
Exercise: $22.03→ Common Stock (1,233 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-27−3,923→ 3,550 total
Exercise: $24.72→ Common Stock (3,923 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-28−3,550→ 0 total
Exercise: $24.72→ Common Stock (3,550 underlying)
OtherSwap
Common Stock
2023-04-11$20.60/sh−2,797$57,618→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-04-13$24.63/sh+722$17,783→ 1,163,066 total
OtherSwap
Common Stock
2023-04-13$20.58/sh−722$14,855→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-04-14$24.63/sh+2,363$58,201→ 1,164,707 total
Exercise of In-MoneySwap
Common Stock
2023-04-17$24.63/sh+2,567$63,225→ 1,164,911 total
OtherSwap
Equity Swap (Obligation to Buy)
2023-02-07+100→ 100 total
Exercise: $22.67→ Common Stock (100 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-04−243→ 74,966 total
Exercise: $24.63→ Common Stock (243 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-11−2,797→ 72,169 total
Exercise: $24.63→ Common Stock (2,797 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-14−2,363→ 69,084 total
Exercise: $24.63→ Common Stock (2,363 underlying)
Exercise of In-MoneySwap
Common Stock
2023-03-08$23.11/sh+2,744$63,409→ 1,165,088 total
Exercise of In-MoneySwap
Common Stock
2023-03-08$22.65/sh+109$2,469→ 1,162,453 total
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-10−200→ 10,452 total
Exercise: $24.72→ Common Stock (200 underlying)
OtherSwap
Common Stock
2023-04-18$20.50/sh−984$20,175→ 1,162,344 total
OtherSwap
Equity Swap (Obligation to Buy)
2023-02-08+7,327→ 7,327 total
Exercise: $22.65→ Common Stock (7,327 underlying)
OtherSwap
Equity Swap (Obligation to Buy)
2023-03-13+6,440→ 6,440 total
Exercise: $21.07→ Common Stock (6,440 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-13−722→ 71,447 total
Exercise: $24.63→ Common Stock (722 underlying)
OtherSwap
Common Stock
2023-03-28$20.90/sh−1,659$34,673→ 1,162,344 total
OtherSwap
Common Stock
2023-04-03$20.74/sh−4,555$94,452→ 1,162,344 total
OtherSwap
Common Stock
2023-04-14$20.60/sh−2,363$48,678→ 1,162,344 total
OtherSwap
Common Stock
2023-04-17$20.62/sh−2,567$52,937→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-04-18$24.63/sh+984$24,236→ 1,163,328 total
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-14−2,979→ 7,473 total
Exercise: $24.72→ Common Stock (2,979 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-28−1,659→ 79,764 total
Exercise: $24.63→ Common Stock (1,659 underlying)
Exercise of In-MoneySwap
Common Stock
2023-03-27$24.72/sh+3,923$96,968→ 1,166,267 total
OtherSwap
Common Stock
2023-03-28$20.90/sh−3,550$74,195→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-03-28$24.63/sh+1,659$40,861→ 1,165,894 total
Exercise of In-MoneySwap
Common Stock
2023-04-03$24.63/sh+4,555$112,190→ 1,166,899 total
OtherSwap
Common Stock
2023-03-08$23.31/sh−2,744$63,966→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-03-08$22.98/sh+5,107$117,361→ 1,167,451 total
OtherSwap
Common Stock
2023-03-08$23.31/sh−5,107$119,050→ 1,162,344 total
OtherSwap
Common Stock
2023-03-08$23.31/sh−109$2,541→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-03-10$24.72/sh+200$4,944→ 1,162,544 total
OtherSwap
Common Stock
2023-03-10$22.70/sh−200$4,539→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-03-14$24.72/sh+2,979$73,635→ 1,165,323 total
OtherSwap
Common Stock
2023-03-14$21.50/sh−2,979$64,056→ 1,162,344 total
OtherSwap
Common Stock
2023-03-27$20.94/sh−3,923$82,153→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-03-28$24.72/sh+3,550$87,749→ 1,165,894 total
Exercise of In-MoneySwap
Common Stock
2023-04-04$24.63/sh+243$5,985→ 1,162,587 total
OtherSwap
Common Stock
2023-04-04$20.55/sh−243$4,994→ 1,162,344 total
Exercise of In-MoneySwap
Common Stock
2023-04-11$24.63/sh+2,797$68,890→ 1,165,141 total
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-18−984→ 65,533 total
Exercise: $24.63→ Common Stock (984 underlying)
OtherSwap
Equity Swap (Obligation to Buy)
2023-03-03+5,107→ 5,107 total
Exercise: $22.98→ Common Stock (5,107 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-03-08−2,744→ 0 total
Exercise: $23.11→ Common Stock (2,744 underlying)
Exercise of In-MoneySwap
Equity Swap (Obligation to Buy)
2023-04-03−4,555→ 75,209 total
Exercise: $24.63→ Common Stock (4,555 underlying)

Footnotes (17)

[F1]Table II of the original filing made on 5/2/2023 (the "Original Filing") incorrectly reported that the reporting person entered into equity swap contracts (obligations to sell) on 3/8, 3/10, 3/14, 3/27, 3/28, 4/3, 4/4, 4/11, 4/13, 4/14, 4/17 and 4/18 pursuant to which the reporting person would be paid a fixed price per share for each notional share reported in those transactions on the settlement date of those contracts (offset by the value of such notional shares on the settlement date). The reporting person did not, in fact, enter into such contracts. Instead, the reporting person exited (in whole or in part) existing equity swap agreements on those dates. This amendment amends the Original Filing to restate Table II to correct the descriptions of the equity swap transactions reported in the Original Filing and to disclose on Table I the deemed sales and purchases of common stock in connection with exiting swap agreements on those dates.
[F10]On 3/28/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 1,659 shares subject to the settlement, offset by $20.9001 per share (the market price of the shares on 3/28/2023) for each of the 1,659 shares subject to the settlement. After the partial settlement, 79,764 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F11]On 4/3/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 4,555 shares subject to the settlement, offset by $20.7358 per share (the market price of the shares on 4/3/2023) for each of the 4,555 shares subject to the settlement. After the partial settlement, 75,209 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F12]On 4/4/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 243 shares subject to the settlement, offset by $20.55 per share (the market price of the shares on 4/4/2023) for each of the 243 shares subject to the settlement. After the partial settlement, 74,966 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F13]On 4/11/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,797 shares subject to the settlement, offset by $20.60 per share (the market price of the shares on 4/11/2023) for each of the 2,797 shares subject to the settlement. After the partial settlement, 72,169 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F14]On 4/13/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 722 shares subject to the settlement, offset by $20.5751 per share (the market price of the shares on 4/13/2023) for each of the 722 shares subject to the settlement. After the partial settlement, 71,447 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F15]On 4/14/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,363 shares subject to the settlement, offset by $20.6002 per share (the market price of the shares on 4/14/2023) for each of the 2,363 shares subject to the settlement. After the partial settlement, 69,084 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F16]On 4/17/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 2,567 shares subject to the settlement, offset by $20.6223 per share (the market price of the shares on 4/17/2023) for each of the 2,567 shares subject to the settlement. After the partial settlement, 66,517 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F17]On 4/18/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 11/30/2021, the reporting person paid to the broker $24.6301 per share for each of 984 shares subject to the settlement, offset by $20.5034 per share (the market price of the shares on 4/18/2023) for each of the 984 shares subject to the settlement. After the partial settlement, 65,533 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F2]The reporting person entered into an equity swap agreement with a counterparty under which, upon expiration of the 3-year term of the agreement, (1) the reporting person will be obligated to pay to the counterparty the price per share set forth in Column 2 for the notional number of shares of PTMN common stock set forth in Column 7, and (2) the counterparty will be obligated to pay to the reporting person the market value of the notional number of shares of PTMN common stock set forth in Column 7 as of the end of that period. The reporting person will pay to the counterparty monthly interest on the purchase price of the notional shares, at a rate tied to a market index, and the counterparty will pay to the reporting person all dividends and similar distributions paid on an equivalent number of shares of PTMN common stock during the term.
[F3]On 3/8/2023, upon settlement of an equity swap agreement entered into by the reporting person and a securities broker on 2/28/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of the 2,744 shares subject to the agreement, offset by $23.1384 per share for each of the 2,744 shares subject to the agreement. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-6(b) thereunder.
[F4]On 3/8/2023, upon settlement of an equity swap agreement entered into by the reporting person and a securities broker on 3/3/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of the 5,107 shares subject to the agreement, offset by $22.9805 per share for each of the 5,107 shares subject to the agreement. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F5]On 3/8/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 2/8/2023, the broker paid to the reporting person $23.3111 per share (the market price of the shares on 3/8/2023) for each of 109 shares subject to the settlement, offset by $22.65 per share for each of the 109 shares subject to the settlement. After the partial settlement, 7,218 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F6]On 3/10/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 200 shares subject to the settlement, offset by $22.695 per share (the market price of the shares on 3/10/2023) for each of the 200 shares subject to the settlement. After the partial settlement, 10,452 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F7]On 3/14/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 2,979 shares subject to the settlement, offset by $21.5026 per share (the market price of the shares on 3/14/2023) for each of the 2,979 shares subject to the settlement. After the partial settlement, 7,473 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F8]On 3/27/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 3,923 shares subject to the settlement, offset by $20.9413 per share (the market price of the shares on 3/27/2023) for each of the 3,923 shares subject to the settlement. After the partial settlement, 3,550 notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.
[F9]On 3/28/2023, upon partial settlement of an equity swap agreement entered into by the reporting person and a securities broker on 12/1/2021, the reporting person paid to the broker $24.7179 per share for each of 3,550 shares subject to the settlement, offset by $20.9001 per share (the market price of the shares on 3/28/2023) for each of the 3,550 shares subject to the settlement. After the partial settlement, no notional shares of PTMN common stock remained subject to the equity swap agreement. The partial settlement of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) thereunder.

Documents

1 file

4
ownership.xml

Issuer

Portman Ridge Finance Corp

CIK 0001372807

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Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001878549

Filing Metadata

Form type: 4/A
Filed: Oct 9, 8:00 PM ET
Accepted: Oct 10, 1:45 PM ET
Size: 113.8 KB

View on SEC.gov