Edgar Filing: STORE CAPITAL Corp

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â STORE Holding Company, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2014

3. Issuer Name and Ticker or Trading Symbol
STORE CAPITAL Corp [STOR]

(Last)

(First)

(Middle)

8501 EAST PRINCESS DRIVE, SUITE 190

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SCOTTSDALE,Â AZÂ 85255

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	82,802,026	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STORE Holding Company, LLC 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
OCM STR Holdings, L.P. 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
OCM STR Holdings II, L.P. 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
OCM FIE, LLC 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
OAKTREE CAPITAL MANAGEMENT LP 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
Oaktree Holdings, Inc. 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
Oaktree Capital Group, LLC 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â
Oaktree Capital Group Holdings GP, LLC 8501 EAST PRINCESS DRIVE, SUITE 190 SCOTTSDALE,Â AZÂ 85255	Â X	Â X	Â	Â

Signatures

See signatures included in Exhibit 99.1		11/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting persons may be deemed directors by deputation by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors. Kenneth Liang, Rajath Shourie, Mahesh Balakrishnan, Derek Smith and Manish Desai were designated to serve on the Issuer's board of directors on May 17, 2011.
(2)	This Form 3 is being filed with respect to 82,802,026 shares of common stock, par value 0.01 per share (the "Common Stock"), directly owned by STORE Holding Company, LLC ("STORE Holding"). This Form 3 is also being filed by (i) OCM STR Holdings, L.P. and OCM STR Holdings II, L.P. solely in their capacity as the majority unitholders of STORE Holding; (ii) OCM FIE, LLC, solely in its capacity as the general partner of each of OCM STR Holdings, L.P. and OCM STR Holdings II, L.P.; (iii) Oaktree Capital Management, L.P. solely in its capacity as the managing member of OCM FIE, LLC; (iv) Oaktree Holdings, Inc., solely in its capacity as the general partner of Oaktree Capital Management, L.P.; and (v) Oaktree Capital Group, LLC, solely in its capacity as the sole shareholder of Oaktree Holdings, Inc.
(3)	This Form 3 is also being filed by (vi) Oaktree Capital Group Holdings GP, LLC, ("OCGH GP" and together with STORE Holding, OCM STR Holdings, L.P., OCM STR Holdings II, L.P., OCM FIE, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc. and Oaktree Capital Group, LLC, the "Reporting Persons" and each individually a "Reporting Person") solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
(4)	Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than STORE Holding with respect to its direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.
(5)	The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, John B. Frank, Jay S. Wintrob, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and David M. Kirchheimer (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"), who, by virtue of their membership interests in OCGH GP, may be deemed to share voting and dispositive power with respect to the shares of common stock held by STORE Holding. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 3.

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