sc13ga3.htm
Page 1 of 10
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 3)*
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
Garrison Capital Inc.
(Name of Issuer)
 
Capital Stock, par value $0.001 per share
(Title of Class of Securities)
 
366554103
(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:
 
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 
 
 
Page 2 of 10
 
CUSIP No.
366554103
  

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Capital Partners Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           o
(b)           o
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
0
6
SHARED VOTING POWER
2,016,756
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,903,525
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,756
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0%
12
TYPE OF REPORTING PERSON
OO
 
 
 
 
 
Page 3 of 10
 
CUSIP No.
366554103
  
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           o
(b)           o
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
0
6
SHARED VOTING POWER
2,016,756
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,903,525
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,756
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0%
12
TYPE OF REPORTING PERSON
IA
 
 
 
 
 
Page 4 of 10
 
CUSIP No.
366554103
  

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Opportunity Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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
0
6
SHARED VOTING POWER
1,315,637
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,284,552
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,637
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12
TYPE OF REPORTING PERSON
PN
 
 
 
 
 
 
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CUSIP No.
366554103
  
   
ITEM 1(a)
NAME OF ISSUER::
   
    Garrison Capital Inc.

   
ITEM 1(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
   1290 Avenue of the Americas, Suite 914
   New York, New York 10104
   
 
ITEM 2(a)-(c)
NAME,  PRINCIPAL BUSINESS ADDRESS AND CITIZENSHIP OF PERSONS FILING:
   
                                           Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware limited partnership.

Corbin Capital Partners Group, LLC
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware limited liability company.

Corbin Opportunity Fund, L.P.
c/o Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware limited partnership.
   
ITEM 2(d)
TITLE OF CLASS OF SECURITIES:
   
   Common Stock, par value $0.001 per share
   
 
 
 
 

Page 6 of 10

CUSIP No.
366554103
  

ITEM 2(e)
CUSIP NO.:
 
366554103
   

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)
  
o
Broker or dealer registered under Section 15 of the Exchange Act  (15 U.S.C. 78c).
       
(b)
  
o
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
(c)
  
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
       
(d)
  
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
(e)
  
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
(f)
  
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
(g)
  
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
(h)
  
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
(i)
  
o
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)
  
o
Group, in accordance with  §240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
 
Page 7 of 10
 
CUSIP No.
366554103
  
 
ITEM 4.
OWNERSHIP
 
The information in items 1 and 5 through 11 on the cover pages of this filing is hereby incorporated by reference.  Messrs.  Glenn Dubin and Henry Swieca are co-owners of Corbin Capital Partners Group, LLC, but disclaim beneficial ownership of the securities reported herein.


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 £.
 
N/A.
 
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
N/A.
 
 
 
 
 
 
Page 8 of 10
 
CUSIP No.
366554103
  
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
N/A.

 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
If a group has filed this schedule, pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A


ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
 
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 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.
 
 
 
 
 
 
Page 9 of 10
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 17, 2015
 
 
Corbin Capital Partners Group, LLC
 
By:
/s/ Glenn Dubin
 
Name:
Glenn Dubin
 
Title:
Managing Member
     
  By: /s/ Henry Swieca
  Name: Henry Swieca
  Title:
Managing Member
   
 
Corbin Capital Partners, L.P.
 
By:
/s/ Anthony J. Anselmo
 
Name:
Anthony J. Anselmo
 
Title:
Chief Operating Officer
   
 
Corbin Opportunity Fund, L.P.
 
By:  Corbin Capital Partners, L.P., its investment manager
 
By:
/s/ Anthony  J. Anselmo
 
Name:
 Anthony J. Anselmo
 
Title:
Chief Operating Officer
 
 
 
 
 
Page 10 of 10
 
AGREEMENT
 
The undersigned agree that this Schedule 13G/A dated February 17, 2015 relating to the Common Stock, par value $0.001 per share of Garrison Capital Inc. shall be filed on behalf of the undersigned.

Date:  February 17, 2015
 
 
Corbin Capital Partners Group, LLC
 
By:
/s/ Glenn Dubin
 
Name:
Glenn Dubin
 
Title:
Managing Member
     
  By: /s/ Henry Swieca
  Name: Henry Swieca
  Title:
Managing Member
   
 
Corbin Capital Partners, L.P.
 
By:
/s/ Anthony J. Anselmo
 
Name:
Anthony J. Anselmo
 
Title:
Chief Operating Officer
   
 
Corbin Opportunity Fund, L.P.
 
By:  Corbin Capital Partners, L.P., its investment manager
 
By:
/s/ Anthony  J. Anselmo
 
Name:
 Anthony J. Anselmo
 
Title:
Chief Operating Officer