SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

 

 

(Amendment No. 4)*

 

 

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-l(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(b) for other parties to whom copies are to be sent.

^* 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).

 

 

(Page 1 of 9 Pages)

 

 

 

CUSIP No. ________________

Page  2 of 9

 

 

 

 

*This percentage is calculated based on 8,668,333.67 shares of Common Stock outstanding as of December 8, 2017, as confirmed by the Issuer.

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Oaktree Fund 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 ITEM 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
			4,370,158.133*
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			4,370,158.133*
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,370,158.133
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	50.415%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

This Amendment No. 4 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”), Amendment No. 1 to Schedule 13 D (“Amendment No. 1”) filed with the Securities and Exchange Commission on April 21, 2017, Amendment No. 2 to Schedule 13D (“Amendment No. 2”) filed with the Securities and Exchange Commission on June 15, 2017 and Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed with the Securities and Exchange Commission on September 7, 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, Amendment No. 2, Amendment No. 3 and this Schedule 13D/A

 

Item 3.  Source and Amount of Funds or Other Consideration

Item 7.  Material to Be Filed as Exhibits

 

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

 

Exhibit 99.1(1)-	Subscription Agreement dated December 15, 2016 between OCM Growth Holdings, LLC and GSV Growth Credit Fund Inc.
Exhibit 99.2(2)-	Additional Member Agreement dated December 15, 2016 between OCM Growth Holdings, LLC and GSV Growth Credit LLC.
Exhibit 99.3(3)-	Operating Agreement of GSV Growth Credit LLC dated December 15, 2016.
Exhibit 99.4(4)-	Proxy dated December 15, 2016 between OCM Growth Holdings, LLC and GSV Growth Credit Fund Inc .
Exhibit 99.5(5)-	Stockholder Agreement dated December 15, 2015 between OCM Growth Holdings, LLC and GSV Growth Credit Fund Inc.
Exhibit 99.6(6)-	Articles of Amendment and Restatement of GSV Growth Credit Fund Inc., dated December 14, 2016, setting forth the terms of its common stock.
Exhibit 99.7(7)-	Agreement Required for Joint Filing by Rule 13d‑1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

__________________________________

 

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifes that the information set forth in this statement is true, complete and correct.

Dated as of  December 12, 2017.

 

 

 

 

 

	OAKTREE FUND GP, LLC
	By:  Oaktree Fund GP I, L.P.
	Its: Managing Member
	By:	/s/ Jordan Mikes
		Name:   Jordan Mikes
		Title:    Authorized Signatory