SEC Division of Corporation Finance no-action letter: Carlyle GMS Finance

The SEC Staff confirms that for Carlyle GMS Finance, Inc., an employee benefit plan sponsored by its investment adviser granting equity securities to officers and directors who are subject to Section 16 of the Exchange Act constitutes an employee benefit plan sponsored by the issuer under Rule 16b-3. This interpretation allows such transactions to qualify for the exemption from Section 16(b) liability, provided the grants are approved by shareholders, the board of directors, or a committee of two or more Non-Employee Directors. The relief applies specifically to Eligible Individuals holding dual positions as officers or directors of the Company and officers of the Adviser, excluding any acquisition or disposition of stock by the Adviser itself.

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Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
SC1:3819349.7
August 5, 2015
Via E-mail
David Fredrickson,
Chief Counsel and Associate Director, Office of Chief Counsel, Division of Corporate Finance, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Re: Request for Interpretive Advice with Respect to Rule 16b-3 under the Securities Exchange Act of 1934 Dear Mr. Fredrickson:
On behalf of our client, Carlyle GMS Finance, Inc. (the “Company”), we are writing to seek interpretive advice regarding the application of the exemptions provided by Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to certain persons who are required to file reports and are subject to liability under Section 16 of the Exchange Act because of their respective position as either director or officer of the Company and their receipt of equity securities of the Company pursuant to an employee benefit plan sponsored by the investment adviser to the Company. BACKGROUND The Company is a Maryland corporation structured as an externally managed, non-diversified closed-end investment company. The Company has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s common stock, par value $0.01 per share (the “Common Stock”), is registered under Section 12(g) of the Exchange Act.

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