SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Elsworth Scott

(Last) (First) (Middle)
C/O REMORA CAPITAL CORPORATION
3200 WEST END AVENUE, SUITE 500

(Street)
NASHVILLE TN 37203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Remora Capital Corp [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 09/05/2025(1) J(2) 19,525.339 A $10 19,525.339 D(3)
Preferred Stock, par value $0.001 per share 09/05/2025(1) J(2) 400.655 A $10 400.655 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Transaction reported late due to an inadvertent administrative delay and not any error of the Reporting Person.
2. On September 5, 2025, Remora Capital Corporation (the "Company") entered into agreements and plans of merger (collectively, the "Merger Agreements") by and between the Company and certain private funds managed by Remora Capital Management, LLC (the "Adviser"). Under the Merger Agreements, the limited partners of such private funds respectively received a number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), equal to such limited partner's consideration multiple, multiplied by 9,798.928, and a number of shares of the Company's preferred stock, par value $0.001 per share (the "Preferred Stock"), equal to such limited partner's consideration multiple, multiplied by 201.072. The transactions contemplated by the Merger Agreements are detailed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 11, 2025.
3. Shares held jointly by Mr. Elsworth and his spouse.
Remarks:
(4) Daniel Mafrice is signing on behalf of Mr. Elsworth pursuant to a power of attorney dated July 25, 2025, which was previously filed with the Securities and Exchange Commission as an exhibit to the Form 3 Mr. Elsworth filed on July 25, 2025.
/s/ Daniel Mafrice on behalf of Scott Elsworth (4) 09/19/2025
** 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).
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