Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Owl Rock Capital Corporation II

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

69121D 100

(CUSIP Number)

Marc Lipschultz

Owl Rock Capital Corporation II

245 Park Avenue, 41^st Floor

New York, NY 10167

(212) 419-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

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SCHEDULE 13D

 

CUSIP No.

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   MARC S. LIPSCHULTZ
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   398,230.089
				8		SHARED VOTING POWER   553,638.152
				9		SOLE DISPOSITIVE POWER   398,230.089
				10		SHARED DISPOSITIVE POWER   553,638.152
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   398,230.089
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   44.39%
14		TYPE OF REPORTING PERSON*   IN

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Item 1.

Security and Issuer

This Schedule 13D (the Schedule 13D) relates to the shares of common stock, par value $0.01 per share (Common Stock), of Owl Rock Capital Corporation II (the Issuer). The address of the principal executive offices of the Issuer is 245 Park Avenue, 41st Floor, New York, NY 10167.

 

Item 2.

Identity and Background

This Schedule 13D is being filed by Marc Lipschultz, a citizen of the United States of America. Mr. Lipschultz is a co-founder of Owl Rock Capital Partners LP and the Co-Chief Investment Officer of Owl Rock Capital Advisors LLC. Mr. Lipschultzs business address is 245 Park Avenue, 41^st Floor, New York, NY 10167.

During the last five years, Mr. Lipschultz has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Mr. Lipschultz is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration

On April 4, 2017, the Lipschultz Family 2004 Long Term Family Trust (the Trust), entered into a subscription agreement (the Trust Subscription Agreement) with the Issuer. Pursuant to the Trust Subscription Agreement, on April 4, 2017, the Trust purchased 122,222.222 shares of Common Stock from the Issuer for an aggregate purchase price of $1,100,000.00; on May 3, 2017, the Trust purchased 165,929.2035 shares of Common Stock from the Issuer for an aggregate purchase price of $1,500,000.00; and on June 28, 2017, the Trust purchased 265,486.726 shares of Common Stock from the Issuer for an aggregate purchase price of $2,400,000.00. Mr. Lipschultz expressly declares that the filing of this Schedule 13D shall not be construed as an admission that he is the beneficial owner of the 553,638.152 shares of Common Stock purchased by the Trust for the purposes of Section 13(d) and 13(g) of the Securities Exchange Act of 1934.

On May 3, 2017, Mr. Lipschultz entered into a subscription agreement (the Individual Subscription Agreement and, together with the Trust Subscription Agreement, the Subscription Agreements) with the Issuer. Pursuant to the Individual Subscription Agreement, on May 3, 2017, Mr. Lipschultz purchased 165,929.2035 shares of Common Stock from the Issuer for an aggregate purchase price of $1,500,000.00 and on June 28, 2017, Mr. Lipschultz purchased 232,300.885 shares of Common Stock from the Issuer for an aggregate purchase price of $2,100,000.00.

The Subscription Agreements are described in Items 4 and 6 below and is incorporated herein by reference to Appendix A of Supplement No. 1 to the Companys Prospectus (File No. 333-213716), filed pursuant to Rule 497 on April 5, 2017.

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Item 4.

Purpose of Transaction

Mr. Lipschultz acquired the securities to which this statement relates for investment purposes and does not have a present intent to acquire or influence control over the business of the Issuer.

Mr. Lipschultz does not have any plans or proposals which relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer

(a) As of the date of this filing on Schedule 13D, there are 2,144,307 shares of Common Stock outstanding, of which Mr. Lipschultz owns 951,868.241 shares* of Common Stock representing 44.39% of the outstanding shares of Common Stock.

 

*

Please refer to the disclaimer of beneficial ownership with respect to the 553,638.152 shares of Common Stock owned by the Trust included in Item 3 above.

(b) Mr. Lipschultz has the sole power to vote and dispose of the 398,230.089 shares of Common Stock he holds and shares power to vote and dispose of the 553,638.152 shares of Common Stock held by the Trust.

(c) None

(d) None

(e) Not applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 3 regarding the Subscription Agreements is hereby incorporated herein by reference.

 

Item 7.

Materials to be Filed as Exhibits

None

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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.

 

Dated: July 14, 2017
						By:		/s/ Marc Lipschultz
						Name:		Marc Lipschultz