SEC Filing | Portman Ridge Finance Corporation

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SEC FORM 3 SEC Form 3

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^*

Repertoire Partners LP

(Last)

(First)

(Middle)

345 CALIFORNIA STREET, SUITE 600

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2023

3. Issuer Name and Ticker or Trading Symbol
Portman Ridge Finance Corp [ PTMN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	1,083,825	I	See Note⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Equity Swap (obligation to buy)⁽²⁾	08/27/2021	08/27/2024	Common Stock	15,426	23.7618⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	11/29/2021	11/29/2024	Common Stock	37,489	24.488⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/03/2021	12/03/2024	Common Stock	20,178	24.5297⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	11/24/2021	11/24/2024	Common Stock	1,435	24.53⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	07/19/2021	07/19/2024	Common Stock	25,000	23.19⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	05/28/2021	05/28/2024	Common Stock	10,319	23.7385⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/10/2021	12/10/2024	Common Stock	10,798	24.4225⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	03/24/2021	03/24/2024	Common Stock	7,632	21.2654⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	11/26/2021	11/26/2024	Common Stock	3,642	24.4481⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	11/30/2021	11/30/2024	Common Stock	64,651	24.6301⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	06/29/2021	06/29/2024	Common Stock	593	23.8879⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/06/2021	12/06/2024	Common Stock	25,000	24.5296⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/02/2021	12/02/2024	Common Stock	4,127	24.5293⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	11/30/2022	11/30/2025	Common Stock	106	22.52⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	03/25/2021	03/25/2024	Common Stock	14,643	21.7256⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	10/07/2021	10/07/2024	Common Stock	64,922	23.9973⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/09/2021	12/09/2024	Common Stock	7,513	24.4044⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	09/01/2021	09/01/2024	Common Stock	9,912	23.9751⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	03/31/2021	03/31/2024	Common Stock	17,394	21.8799⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/15/2021	12/15/2024	Common Stock	32,940	24.3787⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/13/2021	12/13/2024	Common Stock	8,715	24.4102⁽²⁾	I	See Note⁽¹⁾
Equity Swap (obligation to buy)⁽²⁾	12/14/2021	12/14/2024	Common Stock	13,016	24.4104⁽²⁾	I	See Note⁽¹⁾

Explanation of Responses:

1. Repertoire Partners LP ("Repertoire") is the investment adviser to Repertoire Master Fund LP (the "Master Fund"). Repertoire Holdings LLC ("Holdings") is the general partner of the Master Fund. Deepak Sarpangal is the control person of both Repertoire and Holdings. These securities are held directly by the Master Fund for the benefit of its investors. The securities may be deemed to be beneficially owned by Repertoire as the investment adviser to the Master Fund, by Holdings as the general partner of the Master Fund and by Mr. Sarpangal as the control person of Repertoire and Holdings. Each of Repertoire, Holdings and Mr. Sarpangal disclaims beneficial ownership of such securities except to the extent of that person's pecuniary interest therein.

2. Pursuant to an equity swap agreement entered into by the Master Fund with a counterparty, upon expiration of the 3-year term of the agreement, (1) the Master Fund will be obligated to pay to the counterparty the price per share set forth in Column 4 for the notional number of shares of PTMN common stock set forth in Column 3, and (2) the counterparty will be obligated to pay to the Master Fund the market value of the notional number of shares of PTMN common stock set forth in Column 3 as of the end of that period. The Master Fund 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 Master Fund all dividends and similar distributions paid on an equivalent number of shares of PTMN common stock during the term.

Remarks:

Before 10/2/2023, the Master Fund reported the securities subject to this report and transactions in those securities. Effective as of 10/2/2023, the Master Fund beneficially owns less than 10% of the outstanding shares of the issuer and is no longer subject to the reporting requirement of Section 16(a) of the Securities and Exchange Act. While Repertoire previously did not file a Form 3 in reliance on Rule16a-1(a)(1)(v) under the Act, Repertoire is filing this Form 3 because it may be deemed to indirectly beneficially own more than 10% of the outstanding shares of the issuer. Repertoire is filing this Form 4 on behalf of itself, Holdings and Mr. Sarpangal. The filers are filing this Form jointly, but not as a group, and each expressly disclaims membership in a group.

	/s/ Deepak Sarpangal, Managing Member of the General Partner of Repertoire Partners LP	10/05/2023
	** 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).
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