| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BABSON CAPITAL PARTICIPATION INVESTORS [ MPV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Senior Fixed Rate Convertible Note due 12/13/23 | 1(1) | D | |||||||||||||
| Shares of Beneficial Interest ("Common Shares") | 56,244(2) | D | |||||||||||||
| Shares of Beneficial Interest ("Common Shares") | 143,404 | I | By Babson Capital Management LLC(3) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Senior Fixed Rate Convertible Note due 12/13/23 | (1) | (1) | (1) | Shares of Beneficial Interest ("Common Shares") | 1 | 1 | D | |||||||
| Explanation of Responses: |
| 1. Massachusetts Mutual Life Insurance Company ("MassMutual") is the holder of a $15,000,000 Babson Capital Participation Investors ("MMPI") Senior Fixed Rate Convertible Note (the "Note") due December 13, 2023. The dollar amount of principal of the Note is convertible into an equivalent dollar amount of MMPI's common shares based upon the average price of MMPI's common shares for ten business days prior to MassMutual's notice of conversion. The conversion rate of the Senior Fixed Rate Convertible Note is based on the market price of Babson Capital Participation Investor's common shares, so MassMutual 's beneficial ownership may be slightly greater than or less than 10% at the end of any given month. |
| 2. Balance includes shares acquired through dividend reinvestment plan not previously reported since the last filing pursuant to Rule 16a-11 under the Securities Exchange Act of 1934, as amended. |
| 3. Babson Capital Management LLC ("Babson Capital") is the investment adviser to the Issuer and a wholly-owned indirect subsidiary of MassMutual. The disclosure of Babson Capital's holdings included in this form is for informational purposes only and shall not be construed as an admission that MassMutual is for the purpose of Section 16 of the Exchange Act, the direct or indirect beneficial owner of any of the securities of the Issuer beneficially owned by Babson Capital. |
| Remarks: |
| This Form 5 is being filed to update the expiration date of the Senior Fixed Rate Convertible Note. |
| /s/ Donald Griffith, Vice President Corporate Compliance | 02/14/2014 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||