SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
| Kohlberg Capital Corp | ||
|
(Name of Issuer)
| ||
| Common Stock | ||
|
(Title of Class of Securities)
| ||
| 500233101 | ||
| (CUSIP Number) | ||
| December 31, 2013 | ||
| (Date of Event That Requires Filing of This Statement) | ||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ý | Rule 13d-1 (b) |
| ¨ | Rule 13d-1 (c) |
| ¨ | Rule 13d-1 (d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. N/A | Schedule 13G |
|
| (1) |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Virginia Retirement System 1200 East Main Street Richmond, VA 23219
(I.R.S. Identification No.: 54-6001808)
|
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) ý
|
| (3) |
SEC USE ONLY
|
| (4) |
CITIZENSHIP OR PLACE OF ORGANIZATION Virginia, USA
|
|
NUMBER OF |
(5) |
SOLE VOTING POWER 2,161,310 (see item 4)
|
| (6) |
SHARED VOTING POWER
| |
| (7) |
SOLE DISPOSITIVE POWER 2,161,310 (see item 4)
| |
| (8) |
SHARED DISPOSITIVE POWER
|
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,161,310 (see item 4)
|
| (10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| (11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.09% (see item 4)
|
| (12) |
TYPE OF REPORTING PERSON
EP
|
Item 1(a). Name of Issuer:
Kohlberg Capital Corp
Item 1(b). Address of Issuer’s
Principal Executive Offices:
295 Madison Avenue, 6th Floor
| New York, New York 10017 |
Item 2(a). Name of Person(s) Filing:
| Virginia Retirement System |
Item 2(b). Address of Principal Business Office, or, if None, Residence:
1200 East Main Street
Richmond, VA 23219
Item 2(c). Citizenship:
Virginia
Item 2(d). Title of Class of Securities:
Common Stock of the Issuer
Item 2(e). CUSIP Number:
500233101
Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b), Check Whether the Person Filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | |
| (f) | x | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J); |
Item 4. Ownership:
| (a) | Amount beneficially owned: |
2,161,310 shares of common stock, which includes 2,161,310 shares issuable upon the conversion of Kohlberg Capital Corp 8.75% convertible Notes Due 03-15-2016(the “Convertible Securities”).
| (b) | Percent of class: |
6.09%, calculated based on 35,493,433 shares of common stock outstanding, which number is calculated by adding (i) 33,332,123 (the number of shares of common stock outstanding as reported on the Company’s most recent Form 10-Q filed with the SEC) and (ii) 2,161,310 (the number of shares of common stock deemed held under Rule 240.13d (1) as a result of the beneficial ownership of the Convertible Securities).
| (c) | Number of shares as to which the person has: |
(i) Sole power to vote or to direct the vote: 2,161,310
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,161,310
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less
of a Class.
N/A
Item 6. Ownership of More than Five
Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification
of Members of the Group.
N/A
Item 9. Notice of Dissolution of
the Group.
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2014 | |||
| Virginia Retirement System | |||
| By: | /s/ Curtis M. Mattson | ||
| Name: | Curtis M. Mattson | ||
| Title: | Chief Administration Officer | ||