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)
04/01/2022

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	04/01/2022		A		603,541⁽¹⁾	A	⁽¹⁾	3,116,195	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	04/01/2022		A		5,847⁽⁵⁾	A	⁽³⁾	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	⁽⁶⁾	04/01/2022		A			78,251.5702⁽⁶⁾	⁽⁶⁾	⁽⁶⁾⁽⁷⁾	Common Stock	78,251.5702⁽⁶⁾	⁽⁶⁾	341,663.0602	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. Acquired upon the completion of and pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of December 1, 2021 (the "Merger Agreement"), by and among SLR Investment Corp. ("SLRC"), SLR Senior Investment Corp. ("SUNS"), Solstice Merger Sub, Inc. and SLR Capital Partners, LLC ("SLR Capital Partners") (for the limited purposes set forth therein), in exchange for 774,171 shares of common stock, par value $0.01 per share, of SUNS. Pursuant to the Merger Agreement, each share of SUNS's common stock, was converted into the right to receive 0.7796 shares of SLRC's common stock, par value $0.01 per share (the "Merger"). The acquisition reported in this Form 4 is an exempt transaction.

2. The total 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"). The total also includes 318,511 shares of the Issuer held by Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"). The SCP Plan is controlled by SLR Capital Partners. Bruce J. Spohler and Michael S. 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.

3. (Continued from Footnote (2)) 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 ("SLR Management"), a portion held by each entity which 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.

4. 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.

5. Acquired pursuant to the Merger Agreement in exchange for 7,500 shares of common stock, par value $0.01 per share, of SUNS. Pursuant to the Merger Agreement, each share of SUNS's common stock was converted into the right to receive 0.7796 shares of SLRC's common stock, par value $0.01 per share. The acquisition reported in this Form 4 is an exempt transaction.

6. Outstanding restricted stock units ("RSUs") with respect to 100,373.9998 shares of SUNS's common stock held by the SCP Plan were amended in connection with the Merger to refer to SLRC's common stock. The RSUs previously related to SUNS's common stock and were granted on March 5, 2019, March 9, 2020 and March 2, 2021 and were scheduled to vest 50% on the second and third anniversary of grant, subject to the restrictions in the plan. The amended 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. 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.

7. 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.

Remarks:

Co-Chief Executive Officer, Chief Operating Officer and Director

	/s/ Bruce J. Spohler	04/05/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Spohler Bruce J was granted 609,388 shares, increasing direct ownership by 8% to 75,873 units