Brookfield Multi-Strategy Master Fund LP - Mar 28, 2023 Form 4 Insider Report for Runway Growth Finance Corp. (RWAY)

Signature
Brookfield Multi-Strategy Master Fund LP, /s/ Bryan Gallagher, Legal Counsel
Stock symbol
RWAY
Transactions as of
Mar 28, 2023
Transactions value $
-$895,793
Form type
4
Date filed
3/30/2023, 09:30 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RWAY Common Stock, par value $0.01 per share Sale -$296K -24.7K -0.12% $11.96 21.1M Mar 28, 2023 Direct F1, F2, F3, F4, F5, F6, F7, F8
transaction RWAY Common Stock, par value $0.01 per share Sale -$600K -50.3K -0.24% $11.94 21.1M Mar 29, 2023 Direct F1, F2, F3, F4, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes shares acquired pursuant to the issuer's dividend reinvestment plan.
F2 Brookfield Multi-Strategy Master Fund LP, a Cayman Island exempted limited partnership ("Master Fund LP"), directly owns no shares of common stock (the "Common Stock") of Runway Growth Finance Corp. ("Issuer") following the transactions reported herein. OCM Growth Holdings, LLC, a Delaware limited liability company ("LLC") ("OCMGH"), directly owns 21,030,578 shares of Common Stock of the Issuer. Oaktree opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership ("Fund Xb Delaware"), directly owns 24,089 shares of Common Stock of the Issuer. This Form 4 is being filed by (i) Oaktree Fund GP, LLC, a Delaware LLC ("GP LLC"), in its capacity as manager of OCMGH and Fund Xb Delaware, (ii) Oaktree GP I, L.P., a Delaware limited partnership ("GP I LLC"), in its capacity as managing member of GP LLC, (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I,
F3 (Continued from Footnote 2) (iv) OCM Holdings I, LLC, a Delaware LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC, a Delaware LLC("Holdings"),in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG; (viii) Brookfield Multi-Strategy Fund GP LLC, a Delaware LLC ("Multi-Fund Strategy Fund GP"), in its capacity as general partner of Master Fund LP; (xi) Brookfield BHS Advisors, LLC, a Delaware LLC ("BHS Advisors"), in its capacity as investment manager to Master Fund LP; in its capacity as managing member of Holdings I; (vi) Oaktree Capital Group, LLC, a Delaware LLC ("OCG"), in its capacity as managing member of Holdings; and
F4 (Continued from Footnote 3) (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG; (viii) Brookfield Multi-Strategy Fund GP LLC, a Delaware LLC ("Multi-Fund Strategy Fund GP"), in its capacity as general partner of Master Fund LP; (xi) Brookfield BHS Advisors, LLC, a Delaware LLC ("BHS Advisors"), in its capacity as investment manager to Master Fund LP; (x) Brookfield Public Securities Group Holdings LLC, a Delaware LLC ("Securities Group Holdings"), in its capacity as managing manager of BHS Advisors; (xi) Brookfield US Inc., a Delaware corporation ("Brookfield US"), in its capacity as managing member of Securities Group Holdings; (xii) Brookfield US Holdings Inc., a Canadian corporation ("Brookfield US Holdings"), in its capacity as the 100% holder of Brookfield US's Class A Common Stock and 50% holder of Brookfield US's Class C Series 1 Preferred Shares;
F5 (Continued from Footnote 4) (xiii) Brookfield BUSI Holdings ULC, a Canadian unlimited liability company ("BUSI Holdings"), in its capacity a holder of 100% Brookfield US's Class B Common Stock and 50% holder of Brookfield US's Class C Series 1 Preferred Shares; (xiv) Brookfield Asset Management ULC, a Canadian unlimited liability company ("BAM ULC"), in its capacity as the sole shareholder of Brookfield US Holdings; (xv) Brookfield Corporation, a Canadian corporation ("BAM"), in its capacity as the indirect owner of the class A units of OCG and holder of 75% of BAM ULC; (xvi) Brookfield Asset Management Ltd., a Canadian corporation ("BAM Ltd."), in its capacity as holder of 25% of BAM ULC; and (xvii) BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BAM.
F6 Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
F7 OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
F8 The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

Remarks:

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