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Michael R. Silverman

Filed: 28 Sep 21, 2:02pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Oak Lawn Direct Investors GP, L.L.C.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Owl Rock Capital Corp III [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of a 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 09/24/2021 X(1) 857,721.631 A (1) 3,928,919.09 I By ORCC III Warehouse L.L.C.(3)(4)(5)
Common Stock, par value $0.01 per share 09/24/2021 X(2) 974,809.301 A (2) 4,465,256.251 I By ORCC III Investors L.L.C.(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Obligation to Buy $15.13 09/24/2021 X(1) 857,721.631 (4) (4) Common Stock 857,721.631 (4) 0 I By ORCC III Warehouse L.L.C.(3)(4)(5)
Obligation to Buy $15.13 09/24/2021 X(2) 974,809.301 (4) (4) Common Stock 974,809.301 (4) 0 I By ORCC III Investors L.L.C.(3)(4)(5)
1. Name and Address of Reporting Person*
Oak Lawn Direct Investors GP, L.L.C.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ORCC III Warehouse L.L.C.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ORCC III Investors L.L.C.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
I35 Advisors, Inc.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CH Investment Partners, L.L.C.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rimer Kirk L.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silverman Michael R.

(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250

(Street)
DALLAS TX 75219

(City) (State) (Zip)
Explanation of Responses:
1. On September 24, 2021, Owl Rock Capital Corporation III, a Maryland corporation (the "Issuer") issued 857,721.631 of its shares of common stock, par value $0.01 per share to ORCC III Warehouse L.L.C., a Delaware limited liability company ("ORCC III Warehouse") in connection with a mandatory capital call made by the Issuer pursuant to the terms and conditions of the Subscription Agreement previously entered into between ORCC III Warehouse and the Issuer.
2. On September 24, 2021, the Issuer issued 974,809.301 of its shares of common stock, par value $0.01 per share to ORCC III Investors L.L.C., a Delaware limited liability company ("ORCC III Investors", and together with ORCC III Warehouse, the "Funds") in connection with a mandatory capital call made by the Issuer pursuant to the terms and conditions of the Subscription Agreement previously entered into between ORCC III Investors and the Issuer.
3. This Form 4 is being jointly filed by and on behalf of each of the Funds, Oak Lawn Direct Investors GP, L.L.C., a Delaware limited liability company ("Oak Lawn"), CH Investment Partners, L.L.C., a Delaware limited liability company ("CHIP"), I35 Advisors, Inc., a Texas corporation ("I35"), Kirk L. Rimer and Michael R. Silverman. The Funds are the record and direct beneficial owners of the securities covered by this statement. Oak Lawn is the managing member of, and may be deemed to beneficially own securities owned by, the Funds.
4. CHIP serves as the investment manager to the Funds and has been granted exclusive investment discretion and investment management authority with respect to the Funds and its investments, including the securities covered by this statement, but CHIP generally must seek voting instructions from the members of the Funds and vote in accordance with such instructions. I35 is the manager of, and may be deemed to beneficially own securities beneficially owned by, Oak Lawn. Michael Silverman and Kirk Rimer serve as Co-Presidents of I35, and may be deemed to beneficially own securities beneficially owned by, I35.
5. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities.
Remarks:
Exhibit Index Exhibit 24.1 - Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form 4 filed on January 4, 2021).
ORCC III WAREHOUSE L.L.C., By: Oak Lawn Direct Investors GP, L.L.C., Its: Managing Member, By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
ORCC III INVESTORS L.L.C., By: Oak Lawn Direct Investors GP, L.L.C, Its: Managing Member, By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
OAK LAWN DIRECT INVESTORS GP, L.L.C., By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
I35 ADVISORS, INC., By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
CH INVESTMENT PARTNERS, L.L.C., By: Oak Lawn Capital Management, L.P., Its: Managing Member, By: I35 Advisors, Inc., Its: General Partner, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
KIRK L. RIMER, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
MICHAEL R. SILVERMAN, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 09/28/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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