Statement of Changes in Beneficial Ownership (4)
09 Junho 2021 - 6:04PM
Edgar (US Regulatory)
FORM 4
[X]
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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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
*
Jolson Joseph A |
2. Issuer Name and Ticker or Trading Symbol
Harvest Capital Credit Corp
[
HCAP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O HARVEST CAPITAL CREDIT CORPORATION, 450 PARK AVENUE, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2021 |
(Street)
NEW YORK, NY 10022
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 6/9/2021 | | D | | 864273 | D | (1)(2) | 0 | I | By Jolson 1991 Trust (3) |
Common Stock | 6/9/2021 | | D | | 30000 | D | (1)(2) | 0 | D | |
Common Stock | 6/9/2021 | | D | | 35768 | D | (1)(2) | 0 | I | By Foundation (4) |
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) | On June 9, 2021, pursuant to an Agreement and Plan of Merger dated as of December 23, 2020 (the "Merger Agreement"), Harvest Capital Credit Corporation ("HCAP") and Portman Ridge Finance Corporation ("PTMN") effected a merger pursuant to which PTMN acquired all of the outstanding shares of HCAP's common stock in a multi-step stock and cash transaction (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, each issued and outstanding share of HCAP common stock was converted into the right to receive a pro rata portion, subject to HCAP stockholder elections and the adjustment mechanisms set forth in the Merger Agreement with respect to the PTMN Consideration (as defined below), of (1) approximately $18.5 million in cash payable by PTMN, (2) 15,252,453 validly issued, fully paid and non-assessable shares of PTMN's common stock, par value $0.01 per share (the "PTMN Stock Consideration" and, |
(2) | continued from footnote 1: together with the PTMN Cash Consideration, the "PTMN Consideration") and (3) $2.15 million in cash payable by Sierra Crest Investment Management LLC. |
(3) | Reflects shares of common stock held by the Joseph A. Jolson 1991 Trust, of which Mr. Jolson is the trustee. |
(4) | Reflects shares of common stock held by The Jolson Family Foundation, of which Mr. Jolson is President and Treasurer. Mr. Jolson disclaims beneficial ownership of the shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jolson Joseph A C/O HARVEST CAPITAL CREDIT CORPORATION 450 PARK AVENUE, 5TH FLOOR NEW YORK, NY 10022 | X | X | Chief Executive Officer |
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Signatures
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/s/ WILLIAM E ALVAREZ, JR., ON BEHALF OF JOSEPH A. JOLSON | | 6/9/2021 |
**Signature of Reporting Person | Date |
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