144: Filer Information
| Filer CIK | 0001693272 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
|
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | Runway Growth Finance Corp |
| SEC File Number | 814-01180 |
| Address of Issuer | 205 N. Michigan Ave Suite 4200 Chicago ILLINOIS 60601 |
| Phone | 312-281-6270 |
| Name of Person for Whose Account the Securities are To Be Sold | OCM Growth Holdings LLC |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Owner |
| Relationship to Issuer | Director |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common Stock (1) | Liquidnet, Inc. 620 Eighth Avenue, 18th Floor New York NY 10018 | 155000 | 1956100 | 40509269 | 12/20/2023 | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Stock | 04/10/2017 | Private Placement | Issuer |  | 373002 | 04/10/2017 | Cash | |
| Common Stock | 06/15/2017 | Private Placement | Issuer | | 450583 | 06/15/2017 | Cash |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
|---|---|---|---|---|
| OCM Growth Holdings LLC and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. c/o Oaktree Capital Management 333 S. Grand Ave 28th Floor Los Angeles, CA 90017 | Common Stock (2) | 11/13/2023 | 4312500 | 51998400 |
| OCM Growth Holdings LLC and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. c/o Oaktree Capital Management 333 S. Grand Ave 28th Floor Los Angeles CA 90017 | Common Stock (3) | 12/15/2023 | 237635 | 3016111 |
| OCM Growth Holdings LLC and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. c/o Oaktree Capital Management 333 S. Grand Ave 28th Floor Los Angeles CA 90017 | Common Stock (3) | 12/18/2023 | 12365 | 157734 |
144: Remarks and Signature
| Remarks | (1) The seller ("OCMGH"), along with an affiliate of OCMGH, Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. ("Fund Xb Delaware"), are significant stockholders of the Issuer.
(2) OCMGH and Fund Xb Delaware sold 4,207,564 and 4,936 shares of the Issuer, respectively, pursuant to an effective registration statement under the Securities Act. OCMGH and Fund Xb Delaware sold the Issuer shares, which are inclusive of shares sold on December 12, 2023 pursuant to the underwriters' exercise of the overallotment option, pursuant to an underwriting agreement dated November 13, 2023 by and among OCMGH, Fund Xb Delaware, the Issuer, and the underwriters party thereto.
(3) OCMGH and Fund Xb Delaware sold 249,714 and 286 shares of the Issuer, respectively, in sales under Rule 144, as reported on the Form 144 filed December 14, 2023 and the Form 4 filed December 19, 2023. |
| Date of Notice | 12/20/2023 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | OCM Growth Holdings, LLC & Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., by their manager, Oaktree Capital Group, LLC, /s/ Henry Orren, SVP |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |