UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D. C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 4)*

 

PENNANTPARK FLOATING RATE CAPITAL LTD

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

70806A106

 

(CUSIP Number)

 

December 31, 2014

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

x 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 
CUSIP No. 70806A106

 

1

NAME OF REPORTING PERSON

JACK SILVER

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨
(b) x
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

766,336

6

SHARED VOTING POWER

25,000

7

SOLE DISPOSITIVE POWER

766,336

 

8

SHARED DISPOSITIVE POWER

25,000

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

791,336

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

 

12

TYPE OF REPORTING PERSON

IN

 

           

 

 
CUSIP No. 70806A106

 

1

NAME OF REPORTING PERSON

sherleigh associates inc. profit sharing plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨
(b) x
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

326,647

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

326,647

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

326,647

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.2%

 

12

TYPE OF REPORTING PERSON

EP

 

           

 

 
CUSIP No. 70806A106

 

1

NAME OF REPORTING PERSON

sherleigh associates inc. defined benefit pension plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨
(b) x
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,250

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

5,250

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,250

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

12

TYPE OF REPORTING PERSON

EP

 

 

     

 

 

 
CUSIP No. 70806A106

 

1

NAME OF REPORTING PERSON

SILVER INVESTMENT PARTNERS LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨
(b) x
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

146,189

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

146,189

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

146,189

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.0%

 

12

TYPE OF REPORTING PERSON

PN

 

           

 

 
CUSIP No. 70806A106

 

1

NAME OF REPORTING PERSON

ROMLEIGH LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨
(b) x
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

NEW YORK

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

147,500

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

147,500

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

147,500

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.0%

 

12

TYPE OF REPORTING PERSON

PN

 

           

 

 
CUSIP No. 70806A106

 

1

NAME OF REPORTING PERSON

SHIRLEY SILVER

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨
(b) x
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

19,750

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

19,750

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,750

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.2%

 

12

TYPE OF REPORTING PERSON

IN

 

           
 
CUSIP No. 70806A106

 

Item 1.

 

(a)Name of Issuer:

 

PennantPark Floating Rate Capital Ltd.

 

(b)Address of Issuer’s Principal Executive Offices:

 

590 Madison Avenue, 15th Floor

New York, NY 10022

 

Item 2.

 

(a)Name of Person Filing:

 

Jack Silver

Sherleigh Associates Inc. Profit Sharing Plan

Sherleigh Associates Inc. Defined Benefit Pension Plan

Silver Investment Partners LP

Romleigh LLC

Shirley Silver

 

(b)Address of Principal Business Office or, if none, Residence:

 

80 Columbus Circle PH76A

New York, NY 10023

 

(c)Citizenship:

 

United States

 

(d)Title of Class of Securities:

 

Common Stock, par value $0.001 per share

 

(e)CUSIP Number:

 

70806A106

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or Dealer registered under Section 15 of the Act
  
(b)¨ Bank as defined in section 3(a)(6) of the Act
  
(c)¨ Insurance Company as defined in section 3(a)(19) of the Act

 

 
CUSIP No. 70806A106

 

(d)¨ Investment Company registered under section 8 of the Investment Company Act of 1940
  
(e)¨ Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
  
(f)¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F)
  
(g)¨ Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G)
  
(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
  
(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
  
(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
  
(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

 

Item 4. Ownership.

 

(a) – (c)

 

As of February 6, 2015, the reporting persons beneficially owned 791,336 shares of common stock of PennantPark Floating Rate Capital Ltd (the “Common Stock”) representing 5.3% of the outstanding common stock, based on 14,898,056 shares of common stock outstanding as reported in the issuer’s definitive proxy statement on Schedule 14A. Such shares of Common Stock include (a) 146,000 shares held by Jack Silver, (b) 326,647 shares held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee, (c) 5,250 shares held by Sherleigh Associates Inc. Defined Benefit Pension Plan, (d) 146,189 shares held by Silver Investment Partners LP, a limited partnership of which Mr. Silver is a general partner, (e) 147,500 shares held by Romleigh LLC, a limited liability company of which Mr. Silver is a manager, and (f) 19,750 shares held by Shirley Silver, Mr. Silver’s spouse.

 

Mr. Silver has the sole voting and dispositive power with respect to 766,336 shares of Common Stock, and shares dispositive power (a) with Daniel Liss, the trustee of Sherleigh Assoicates Inc. Defined Benefit Pension Plan, with respect to 5,250 shares of Common Stock held by Sherleigh Assoicates Inc. Defined Benefit Pension Plan, and (b) with Shirley Silver, with respect to 19,750 shares of Common Stock held by Shirley Silver.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

 
CUSIP No. 70806A106

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 such purposes or effect, other than activities solely in connection with a nomination under Rule 14a-11.

 

 
CUSIP No. 70806A106

 

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.

 

  February 6, 2015  
  Date  
       
  /s/ Jack Silver  
  Signature  
       
  Jack Silver  
  Name/Title  
       
  Sherleigh Associates Inc. Profit Sharing Plan  
       
  By: /s/ Jack Silver  
  Name: Jack Silver  
  Title: Trustee  
       
  Sherleigh Associates Inc. Profit Sharing Plan  
       
  By: /s/ Daniel Liss  
  Name: Daniel Liss  
  Title: Trustee  
       
  Silver Investment Partners LP  
       
  By: /s/ Jack Silver  
  Name: Jack Silver  
  Title: General Partner  
       
  Romleigh LLC  
       
  By: /s/ Jack Silver  
  Name: Jack Silver  
  Title: Manager  
       
       
  /s/ Shirley Silver  
  Shirley Silver