| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2019 |
3. Issuer Name and Ticker or Trading Symbol
Portman Ridge Finance Corp [ PTMN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| No securities are beneficially owned. |
| /s/ Edward Gilpin, Attorney-in-Fact | 04/05/2019 | |
| ** 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 5 (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. | ||
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby make, constitute and appoint each of Andrew Devine, Daniel Gilligan, Edward Gilpin, Edward Goldthorpe, Jacki Hamilton, Veena Malpani and Patrick Schafer as a true and lawful attorney-in-fact with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity, or in any other capacity, including, without limitation, as applicable, in the undersigned’s capacity as a director or officer), to execute, deliver and file such forms, with all exhibits thereto, documents, certificates, instruments, notices, statements, agreements and other filings relating to the ownership, beneficial or otherwise, of securities of Portman Ridge Finance Corporation or any of its subsidiaries or affiliates as may be required to be filed from time to time with the Securities and Exchange Commission (“SEC”) with respect to: (i) Sections 13(d), 13(f) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, as applicable, including, without limitation, Schedule 13D, Schedule 13G, Form 13F, statements on Form 3, Form 4 and Form 5 or any amendment thereto; (ii) any report or notice required under Rule 144 of the Securities Act of 1933, as amended, including, without limitation, Form 144, or any amendment thereto; and (iii) any and all other documents that may be necessary or appropriate in connection with or in furtherance of any of the foregoing, including, without limitation, any application for EDGAR access codes, Form ID, or any amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required pursuant to Section 13(d) or Section 16(a) of the Exchange Act or any rule or regulation of the SEC, such power and authority to extend to any form or forms adopted by the SEC in lieu of or in addition to any of the foregoing; in each case, as determined by such attorney-in-fact to be necessary or appropriate. Any such determination shall be conclusively evidenced by such attorney-in-fact’s execution, delivery, furnishing and/or filing of the applicable document. Each such attorney-in-fact may act separately or jointly.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
This Power of Attorney shall remain in effect from the date hereof until the date revoked by the undersigned in a signed writing delivered to the attorneys-in-fact, and this Power of Attorney does not revoke or replace any other Power of Attorney that the undersigned has previously granted.
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IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 1st day of April, 2019.
| Signature | Title |
| /s/ Edward Goldthorpe | Director, President and Chief Executive Officer |
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Edward Goldthorpe
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| /s/ Patrick Schafer | Chief Investment Officer |
| Patrick Schafer | |
| /s/ Edward Gilpin | Chief Financial Officer, Treasurer and Secretary |
| Edward Gilpin | |
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/s/ Daniel Gilligan |
Chief Compliance Officer |
| Daniel Gilligan | |
| /s/ Graeme Dell | Director |
| Graeme Dell | |
| /s/ Alexander Duka | Director |
| Alexander Duka |
| /s/ George Grunebaum | Director |
| George Grunebaum |
| /s/ Dean Kehler | Director |
| Dean Kehler | |
| /s/ Christopher Lacovara | Director |
| Christopher Lacovara | |
| /s/ David Moffitt | Director |
| David Moffitt | |
| /s/ Robert Warshauer | Director |
| Robert Warshauer |