SEC FORM 4

SEC FORM 4 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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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^*

SPOHLER BRUCE J

(Last)

(First)

(Middle)

C/O SLR INVESTMENT CORP

500 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SLR Investment Corp. [ SLRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2023		M		138,033.4727⁽¹⁾	D	⁽²⁾	3,115,580.5273⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/03/2023		A		138,033.4727⁽¹⁾⁽²⁾	A	⁽²⁾	3,253,614⁽⁷⁾	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/03/2023		P		50,443	A	$15.57⁽⁸⁾	3,304,057	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/06/2023		P		53,294	A	$15.69⁽⁹⁾	3,357,351	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	03/07/2023		P		48,421	A	$15.66⁽¹⁰⁾	3,405,772	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock								75,873	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹¹⁾	03/03/2023		M⁽¹¹⁾			138,033.4727⁽¹¹⁾	⁽¹¹⁾	⁽¹⁾⁽¹¹⁾	Common Stock	138,033.4727	$0.00	64,106.1482	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. Michael S. Gross and Bruce J. Spohler, as administrators of the Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), elected to settle 138,033.4727 restricted stock units ("RSUs") previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Gross's partial pecuniary interest as described in footnotes 3, 4, 5 and 6. The settlement was approved in advance in accordance with Rule 16b-3.

3. The total includes 608,088 shares of the Issuer held by the Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"). The SCP Plan is controlled by SLR Capital Partners, LLC ("SLR Capital Partners"). Messrs. Spohler and Gross may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners.

4. (Continued from Footnote (3)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I"), 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), 355,107 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 77 shares of the Issuer held by SLR Capital Management, LLC ("SLR Management"), a portion held by each entity may be deemed to be indirectly beneficially owned by Mr. Spohler, Mr. Gross and a grantor retained annuity trust setup by and for Mr. Gross by virtue of their collective ownership interest therein.

5. (Continued from Footnote (4)) The total also includes 199,466 shares of common stock of the Issuer held by a trust for which Bruce J. Spohler acts as co-trustee and of which he and certain members of his immediate family are beneficiaries (the "Spohler Trust"), and 243,021 shares of the Issuer held by a limited liability company for which he serves as the manager and in which he owns a pro rata interest (the "Spohler LLC").

6. (Continued from Footnote (5)) Mr. Spohler disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I, Solar Capital II, Solar Senior Investors, SLR Management, the Spohler Trust and the Spohler LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Spohler is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

7. These 3,253,614 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired as a result of the settlement of the 138,033.4727 RSUs.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on March 3, 2023 is based on prices ranging from a low of $15.32 per share to a high of $15.70 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth above.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on March 6, 2023 is based on prices ranging from a low of $15.51 per share to a high of $15.80 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth above.

10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. The reported price for the share purchases made on March 7, 2023 is based on prices ranging from a low of $15.60 per share to a high of $15.75 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth above.

11. RSUs with respect to 138,033.4727 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees on March 2, 2020 and March 2, 2021 settled on March 3, 2023. RSUs may be settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. The administrators elected to settle the vested portion in cash. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners.

Remarks:

Co-Chief Executive Officer, Chief Operating Officer and Director

	/s/ Bruce J. Spohler	03/07/2023
	** Signature of Reporting Person	Date
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SEC Form 4: Spohler Bruce J was granted 138,033 shares and bought $2,379,853 worth of shares (152,158 units at $15.64)