SCHEDULE 13D

 

CUSIP No.		Page  4   of   12  Pages

 

SCHEDULE 13D

 

CUSIP No.		Page  5   of   12  Pages

 

 

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	Not Applicable
5	CHECK BOX 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
			1,662,222.73*
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			1,662,222.73*
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,662,222.73
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.377%
14	TYPE OF REPORTING PERSON*
	OO

 

*Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	Not Applicable
5	CHECK BOX 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
			1,662,222.73*
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			1,662,222.73*
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,662,222.73
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.377%
14	TYPE OF REPORTING PERSON*
	OO

 

*Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	Not Applicable
5	CHECK BOX 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
			1,662,222.73*
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			1,662,222.73*
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,662,222.73
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.377%
14	TYPE OF REPORTING PERSON*
	OO

 

*Solely in its capacity as the managing member of Oaktree Holdings, LLC.

 

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	Not Applicable
5	CHECK BOX 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
			1,662,222.73*
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			1,662,222.73*
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,662,222.73
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.377%
14	TYPE OF REPORTING PERSON*
	OO

 

*Solely in its capacity as the managing member of Oaktree Capital Group, LLC.

This Amendment No. 2 to Schedule 13D (this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 28, 2016 (the "Schedule 13D") and Amendment No. 1 to Schedule 13 D ("Amendment No. 1") filed with the Securities and Exchange Commission on April 21, 2017, with respect to shares of the common stock, par value $0.01 per share ("Common Stock"), of Runway Growth Credit Fund Inc., a Maryland corporation (the "Issuer"). The address of the principal executive office of the Issuer is Runway Growth Credit Fund Inc., the Pioneer Building 2925 Woodside Road, Woodside, CA 94062. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented by Amendment No. 1 and this Schedule 13D/A.

 

Item 3 of the Schedule 13D is amended and supplemented by adding the following information to Item 3:

   On June 12, 2017, OCM Growth subscribed for 909,442.73 shares of common stock of the Issuer for total consideration of $8,314,102.95 pursuant to the Subscription Agreement. The source of funds is capital commitments from limited partners of certain private investment funds that indirectly hold equity in OCM Growth.

Item 7.  Material to be filed as Exhibits

The following are filed herewith as Exhibits to this Schedule 13D:

 

 

 

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