SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
OFS Capital Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
67103B100
(CUSIP Number)
Tod K. Reichert
c/o OFS Capital Corporation
10 S. Wacker Drive
Chicago, IL 60606
Telephone: (847) 734 - 2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. | ||||
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 67103B100
| 1. | Names of Reporting Persons Orchard First Source Asset Management, LLC | |||||||||||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) ☒ | |||||||||||||||||||
| 3 | SEC Use Only | |||||||||||||||||||
| 4 | Source of Funds (see instructions) AF | |||||||||||||||||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||||||||||||||||
| 6 | Citizenship or Place of Organization Delaware | |||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power 2,946,474 | ||||||||||||||||||
| 8 | Shared Voting Power 0 | |||||||||||||||||||
| 9 | Sole Dispositive Power 2,946,474 | |||||||||||||||||||
| 10 | Shared Dispositive Power 0 | |||||||||||||||||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,946,474 | |||||||||||||||||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ | |||||||||||||||||||
| 13 | Percent of Class Represented by Amount in Row (11) 21.96% | |||||||||||||||||||
| 14 | Type of Reporting Person (see instructions) OO | |||||||||||||||||||
Page 2 of 9
CUSIP No. 67103B100
| 1. | Names of Reporting Persons Richard S. Ressler | |||||||||||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) ☒ | |||||||||||||||||||
| 3 | SEC Use Only | |||||||||||||||||||
| 4 | Source of Funds (see instructions) PF | |||||||||||||||||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||||||||||||||||
| 6 | Citizenship or Place of Organization United States | |||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||||||||||||||||
| 8 | Shared Voting Power 2,946,474 | |||||||||||||||||||
| 9 | Sole Dispositive Power 0 | |||||||||||||||||||
| 10 | Shared Dispositive Power 2,946,474 | |||||||||||||||||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,946,474 | |||||||||||||||||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ | |||||||||||||||||||
| 13 | Percent of Class Represented by Amount in Row (11) 21.96% | |||||||||||||||||||
| 14 | Type of Reporting Person (see instructions) IN | |||||||||||||||||||
Page 3 of 9
CUSIP No. 67103B100
| 1. | Names of Reporting Persons The OI3 2019 Trust | |||||||||||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) ☒ | |||||||||||||||||||
| 3 | SEC Use Only | |||||||||||||||||||
| 4 | Source of Funds (see instructions) AF | |||||||||||||||||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||||||||||||||||
| 6 | Citizenship or Place of Organization United States | |||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||||||||||||||||
| 8 | Shared Voting Power 2,946,474 | |||||||||||||||||||
| 9 | Sole Dispositive Power 0 | |||||||||||||||||||
| 10 | Shared Dispositive Power 2,946,474 | |||||||||||||||||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,946,474 | |||||||||||||||||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ | |||||||||||||||||||
| 13 | Percent of Class Represented by Amount in Row (11) 21.96% | |||||||||||||||||||
| 14 | Type of Reporting Person (see instructions) OO | |||||||||||||||||||
Page 4 of 9
CUSIP No. 67103B100
| 1. | Names of Reporting Persons Orchard Capital Corporation | |||||||||||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) ☒ | |||||||||||||||||||
| 3 | SEC Use Only | |||||||||||||||||||
| 4 | Source of Funds (see instructions) AF | |||||||||||||||||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||||||||||||||||
| 6 | Citizenship or Place of Organization California | |||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||||||||||||||||
| 8 | Shared Voting Power 2,946,474 | |||||||||||||||||||
| 9 | Sole Dispositive Power 0 | |||||||||||||||||||
| 10 | Shared Dispositive Power 2,946,474 | |||||||||||||||||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,946,474 | |||||||||||||||||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ | |||||||||||||||||||
| 13 | Percent of Class Represented by Amount in Row (11) 21.96% | |||||||||||||||||||
| 14 | Type of Reporting Person (see instructions) CO | |||||||||||||||||||
Page 5 of 9
| 1. | Names of Reporting Persons Orchard Investments, LLC | |||||||||||||||||||
| 2 | Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) ☒ | |||||||||||||||||||
| 3 | SEC Use Only | |||||||||||||||||||
| 4 | Source of Funds (see instructions) AF | |||||||||||||||||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐ | |||||||||||||||||||
| 6 | Citizenship or Place of Organization Delaware | |||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power 0 | ||||||||||||||||||
| 8 | Shared Voting Power 2,946,474 | |||||||||||||||||||
| 9 | Sole Dispositive Power 0 | |||||||||||||||||||
| 10 | Shared Dispositive Power 2,946,474 | |||||||||||||||||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,946,474 | |||||||||||||||||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ | |||||||||||||||||||
| 13 | Percent of Class Represented by Amount in Row (11) 21.96% | |||||||||||||||||||
| 14 | Type of Reporting Person (see instructions) OO | |||||||||||||||||||
Page 6 of 9
| Explanatory Note | |||||
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends the initial statement on Schedule 13D (the “Initial Statement”) filed on January 13, 2020, relates to the common stock, par value $0.01 per share (the “Common Shares”) of OFS Capital Corporation, a Delaware corporation (the “Issuer”), and is filed by RSR, the Trust, OCC, OFSAM, and Orchard Investments, LLC, a Delaware limited liability company (“OI” and, collectively, the “Reporting Persons”). Except as otherwise described herein, the information contained in the Initial Statement remains in effect. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Initial Statement.
| Item 2. | Identity and Background | ||||
Item 2 of the Initial Statement is hereby amended by deleting the penultimate paragraph thereof (relating to OI3, LLC) and adding the following paragraph in its place immediately prior to the last paragraph thereof.
OI is a Delaware limited liability company an owner of which is The OI3 2019 Trust. OCC is the manager of OI and has sole investment authority with respect to assets held by OI.
| Item 5. | Interest in Securities of the Issuer | ||||
(a) OFSAM directly owns 2,946,474 Common Shares (approximately 21.96% of the Common Shares outstanding).
OI has shared voting and disposition control over 2,946,474 Common Shares, or approximately 21.96% of the Common Shares outstanding, by virtue of its shared control of OFSAM.
RSR may be deemed to beneficially own 2,946,474 Common Shares, or approximately 21.96% of the outstanding Common Shares, held by OI by virtue of being the investment trustee of the Trust and the control person of OCC, which are an owner and the manager of OI, respectively.
The Trust may be deemed to beneficially own 2,946,474 Common Shares, or approximately 21.96% of the outstanding Common Shares, by virtue of its ownership interests in OI.
OCC may be deemed to beneficially own 2,946,474 Common Shares, or approximately 21.96% of the outstanding Common Shares, held by OI by virtue of being the manager of OI.
(b) OFSAM has the sole power to vote and dispose of 2,946,474 Common Shares. OI, RSR, the Trust and OCC have shared power to vote and dispose of 2,946,474 Common Shares.
(c) On September 15, 2021, OI3, LLC, a Delaware limited liability company (“OI3”) wholly owned by the Trust, contributed the indirect interests in the Common Shares covered by this report to OI. Except as set forth herein, the Reporting Persons have not effected any transactions in the Common Shares in the past sixty (60) days.
(d) The Reporting Persons know of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
Page 7 of 9
| Item 7. | Material to be Filed as Exhibits | ||||
Page 8 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 27, 2021
| ORCHARD FIRST SOURCE ASSET MANAGEMENT, a Delaware limited liability company | |||||
| By: | /s/ Bilal Rashid | ||||
| Name: | Bilal Rashid | ||||
| Title: | President | ||||
| /s/ Richard S. Ressler | ||||||||
| Richard S. Ressler | ||||||||
| ORCHARD CAPITAL CORPORATION, a California corporation | ||||||||
| By: | /s/ Nicholas V. Morosoff | |||||||
| Name: | Nicholas V. Morosoff | |||||||
| Title: | Officer | |||||||
| THE OI3 2019 TRUST | ||||||||
| By: | /s/ Richard S. Ressler | |||||||
| Name: | Richard S. Ressler | |||||||
| Title: | Investment Trustee | |||||||
ORCHARD INVESTMENTS, LLC, a Delaware limited liability company
| By: Orchard Capital Corporation, its Manager | ||||||||
| By: | /s/ Nicholas V. Morosoff | |||||||
| Name: | Nicholas V. Morosoff | |||||||
| Title: | Officer of Manager | |||||||
Page 9 of 9
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the shares of Common Stock, $0.01 par value per share, of OFS Capital Corporation and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an Exhibit 99.1 to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.
Date: September 27, 2021
| ORCHARD FIRST SOURCE ASSET MANAGEMENT, a Delaware limited liability company | |||||
| By: | /s/ Bilal Rashid | ||||
| Name: | Bilal Rashid | ||||
| Title: | President | ||||
| /s/ Richard S. Ressler | ||||||||
| Richard S. Ressler | ||||||||
| ORCHARD CAPITAL CORPORATION, a California corporation | ||||||||
| By: | /s/ Nicholas V. Morosoff | |||||||
| Name: | Nicholas V. Morosoff | |||||||
| Title: | Officer | |||||||
| THE OI3 2019 TRUST | ||||||||
| By: | /s/ Richard S. Ressler | |||||||
| Name: | Richard S. Ressler | |||||||
| Title: | Investment Trustee | |||||||
ORCHARD INVESTMENTS, LLC, a Delaware limited liability company
| By: Orchard Capital Corporation, its Manager | ||||||||
| By: | /s/ Nicholas V. Morosoff | |||||||
| Name: | Nicholas V. Morosoff | |||||||
| Title: | Officer of Manager | |||||||