SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Runway Growth Credit Fund Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 |
| (Title of Class of Securities) |
| None |
| (CUSIP Number) |
|
G. Robert Vaughan, Jr. Treasurer and Senior Vice President of Finance Carilion Clinic 213 South Jefferson Street, Suite 807 Roanoke, VA 24011 (540) 224-5135 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| June 12, 2017 |
| (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 §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
* 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).
| SCHEDULE 13D | ||
| CUSIP No. | Page 2 of 6 Pages | |
| 1 | NAME OF REPORTING PERSON | ||
| Carilion Clinic | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| WC (See item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Virginia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||
| 332,444.6 | ||||
| 8 | SHARED VOTING POWER | |||
| 9 | SOLE DISPOSITIVE POWER | |||
| 332,444.6 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 332,444.6 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 11.08%1 | |||
| 14 | TYPE OF REPORTING PERSON | ||
| CO | |||
1 This percentage is calculated based upon 3,001,667 shares of the Issuer’s common stock outstanding as of June 15, 2017, as provided to the reporting person by the Issuer.
| SCHEDULE 13D | ||
| CUSIP No. | Page 3 of 6 Pages | |
| 1 | NAME OF REPORTING PERSON | ||
| Retirement Plan of Carilion Clinic | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO (See item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Virginia | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||
| 332,444.6 | ||||
| 8 | SHARED VOTING POWER | |||
| 9 | SOLE DISPOSITIVE POWER | |||
| 332,444.6 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 332,444.6 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 11.08%1 | |||
| 14 | TYPE OF REPORTING PERSON | ||
| EP | |||
| SCHEDULE 13D | ||
| CUSIP No. | Page 4 of 6 Pages | |
This Amendment No. 1 to Schedule 13D (this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 24, 2017 (the "Schedule 13D"), with respect to shares of the common stock, par value $0.01 per share ("Common Stock"), of Runway Growth Credit Fund Inc. (f/k/a GSV 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., 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 this Schedule 13D/A.
Item 3. Source or Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and supplemented by adding the following information to Item 3:
Pursuant to a capital call by the Issuer on June 12, 2017, each of Carilion Clinic and the Retirement Plan purchased 181,888.53 shares of Common Stock of the Issuer in exchange for consideration from each of approximately $2,728,328 ($15.00 per share) pursuant to the Subscription Agreements.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows:
| (a) | As of June 15, 2017: |
| (i) | Carilion Clinic may be deemed to beneficially own 332,444.6 shares of the Issuer’s Common Stock, representing 11.08% of the outstanding shares of the Issuer’s Common Stock; and | |
| (ii) | the Retirement Plan may be deemed to beneficially own 332,444.6 shares of the Issuer’s Common Stock, representing 11.08% of the outstanding shares of the Issuer’s Common Stock, |
in each case, based on 3,001,667 shares of the Issuer’s Common Stock outstanding as of June 15, 2017, as provided to the Reporting Persons by the Issuer.
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or a group.
| SCHEDULE 13D | ||
| CUSIP No. | Page 5 of 6 Pages | |
Item 7. Material to Be Filed as Exhibits
The following are filed herewith as Exhibits to this Schedule 13D:
| Exhibit 1- |
Form of Subscription Agreement (Previously filed as an exhibit to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 29, 2017) |
| Exhibit 2- |
Articles of Amendment and Restatement of GSV Growth Credit Fund Inc., setting forth the terms of its common stock (Previously filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on December 19, 2016) |
| Exhibit 3- | A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Exchange Act (Previously filed with the Schedule 13D) |
| Exhibit 4- | Articles of Amendment of GSV Growth Credit Fund Inc. (Previously filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on June 14, 2017) |
| SCHEDULE 13D | ||
| CUSIP No. | Page 6 of 6 Pages | |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.
Dated as of June 15, 2017
| Carilion Clinic | |||
| By: | /s/ G. Robert Vaughan, Jr. | ||
Name: |
G. Robert Vaughan, Jr. | ||
| Title: | Treasurer and Senior Vice President of Finance | ||
| Retirement Plan of Carilion Clinic | |||
| By: | Carilion Clinic | ||
| By: | /s/ G. Robert Vaughan, Jr. | ||
| Name: | G. Robert Vaughan, Jr. | ||
| Title: | Authorized Signatory | ||