UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
HORIZON TECHNOLOGY FINANCE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44045A 102
(CUSIP Number)
Cora Lee Starzomski, Anholt Investments Ltd.
69 Pitts Bay Road, Belvedere Building – 4th Floor, Pembroke HM08, Bermuda
(441) 400-7716
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
| 1 |
NAMES OF REPORTING PERSONS:
ANHOLT INVESTMENTS LTD. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| (a) ¨ | |
| (b) x | |
| 3 | SEC USE ONLY: |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: |
| Bermuda |
| 7 | SOLE VOTING POWER: | |
| 0 | ||
| NUMBER OF | 8 | SHARED VOTING POWER: |
| SHARES | ||
| OWNED BY | 650,605 | |
| EACH | ||
| PERSON | 9 | SOLE DISPOSITIVE POWER: |
| WITH | ||
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER: | |
| 650,605 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 650,605 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| 5.7%1 | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| OO |
1 Based on a total of 11,522,710 shares outstanding, as reported by the Issuer on a Form 10-K filed with the Securities and Exchange Commission on March 6, 2018.
| 1 | NAMES OF REPORTING PERSONS: |
| COMPASS HORIZON PARTNERS, LP | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| (a) o | |
| (b) x | |
| 3 | SEC USE ONLY: |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| o | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: |
| Bermuda |
| 7 | SOLE VOTING POWER: | |
| 0 | ||
| NUMBER OF | 8 | SHARED VOTING POWER: |
| SHARES | ||
| OWNED BY | 650,605 | |
| EACH | ||
| PERSON | 9 | SOLE DISPOSITIVE POWER: |
| WITH | ||
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER: | |
| 650,605 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 650,605 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| 5.7%1 | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| PN |
| 1 |
NAMES OF REPORTING PERSONS:
NAVCO MANAGEMENT, LTD. |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| (a) o | |
| (b) x | |
| 3 | SEC USE ONLY: |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| o | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: |
| Bermuda |
| 7 | SOLE VOTING POWER: | |
| 0 | ||
| NUMBER OF | 8 | SHARED VOTING POWER: |
| SHARES | ||
| OWNED BY | 650,605 | |
| EACH | ||
| PERSON | 9 | SOLE DISPOSITIVE POWER: |
| WITH | ||
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER: | |
| 650,605 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 650,605 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| 5.7%1 | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| CO |
| 1 | NAMES OF REPORTING PERSONS: |
| PATH SPIRIT LIMITED | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| (a) o | |
| (b) x | |
| 3 | SEC USE ONLY: |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| o | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: |
| England |
| 7 | SOLE VOTING POWER: | |
| 0 | ||
| NUMBER OF | 8 | SHARED VOTING POWER: |
| SHARES | ||
| OWNED BY | 650,605 | |
| EACH | ||
| PERSON | 9 | SOLE DISPOSITIVE POWER: |
| WITH | ||
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER: | |
| 650,605 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 650,605 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| 5.7%1 | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| OO |
EXPLANATORY NOTE:
This Amendment No.5 to Schedule 13D amends Amendment No. 4 to Schedule 13D filed on April 9, 2018, Amendment No. 3 filed on March 24. 2015, Amendment No. 2 filed on August 1, 2012, Amendment No. 1 filed on April 18, 2011, and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on November 9, 2010.
| ITEM 1. | SECURITY AND ISSUER |
No amendments to item 1.
| ITEM 2. | IDENTITY AND BACKGROUND |
No amendments to item 2.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
No amendments to item 3.
| ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 is hereby amended by adding the following:
Between April 10, 2018, the date of the most recent filing of Schedule 13D by the undersigned with respect to the Issuer, and April 18, 2018, Compass Horizon divested 116,493 shares of the Horizon Technology Finance Corporation’s (the “Issuer”) common stock in open-market sales for investment purposes.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 is restated in its entirety, as follows:
Anholt is the beneficial owner of 650,605 shares of common stock of the Issuer (the “Shares”), representing approximately 5.7% of the Issuer’s outstanding common stock. The Shares are owned directly by Compass Horizon, which is owned by Concorde Horizon Holdings, LP and Navco. Concorde Horizon Holdings, LP is owned by Anholt and Navco. Anholt and Navco are wholly owned by Kattegat Limited. Kattegat Limited is wholly owned by The Kattegat Trust. The trustee of The Kattegat Trust is Kattegat Private Trustees (Bermuda) Limited. Kattegat Private Trustees (Bermuda) Limited is wholly owned by The Lund Purpose Trust. Path is the trust protector for The Kattegat Trust.
Each of Anholt, Compass Horizon, Navco and Path share voting and dispositive power over the Shares. Compass Horizon, Navco and Path disclaim beneficial ownership of the Shares, except to the extent of their respective pecuniary interests therein.
From April 10, 2018, the date of the most recent filing of Schedule 13D by the undersigned with respect to the Issuer, and inclusive of transactions effected through 5:00 p.m., New York City time, on April 18, 2018, Compass Horizon sold an aggregate of 116, 493 shares of common stock of the Issuer. The dates of such purchases and the price at which such shares were purchased are set forth below:
| Date | Price | Shares | ||||||
| April 10, 2018 | $ | 10.5094 | 11,081 | |||||
| April 11, 2018 | $ | 10.5225 | 10,062 | |||||
| April 12,2018 | $ | 10.4147 | 31,310 | |||||
| April 13, 2018 | $ | 10.3790 | 13,493 | |||||
| April 16, 2018 | $ | 10.4423 | 19,676 | |||||
| April 17, 2018 | $ | 10.4856 | 14,079 | |||||
| April 18, 2018 | $ | 10.4073 | 16,792 | |||||
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
No amendments to item 6.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
No amendments to item 7.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: April 19, 2018 | ANHOLT INVESTMENTS LTD. |
| /s/ Cora Lee Starzomski, Director |
| Date: April 19, 2018 | COMPASS HORIZON PARTNERS, LP | |
| By: | Navco Management, Ltd., its General Partner | |
| /s/ Cora Lee Starzomski, Director | ||
| Date: April 19, 2018 | NAVCO MANAGEMENT, LTD. |
| /s/ Cora Lee Starzomski, Director |
| Date: April 19, 2018 | PATH SPIRIT LIMITED | |
| /s/ Matthew Gibbons, Director | ||