Royce Charles M Form 4 TICC Capital / CHARLES M ROYCE ownership change

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).

1. Name and Address of Reporting Person^*

ROYCE CHARLES M

(Last) (First) (Middle)

8 SOUND SHORE DRIVE

SUITE 255

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TICC Capital Corp. [ TICC ]

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)
06/14/2016

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, $0.01 par value	06/14/2016		P		20,180(1)	A	$5.429(2)	406,966.4	D
Common stock, $0.01 par value	06/15/2016		P		20,180(1)	A	$5.386(2)	427,146.4	D
Common stock, $0.01 par value	06/16/2016		P		17,068(1)	A	$5.352(2)	444,214.4	D
Common stock, $0.01 par value								432,821	I	Held by Royce Family Investments, LLC
Common stock, $0.01 par value								62,001(3)	I	Held by Royce Family Fund, Inc.

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. The shares were purchased into a joint tenants in common account in which Mr. Royce has a 20% pecuniary interest. The number of shares reported on this Form 4 represents only Mr. Royce's 20% pecuniary interest in such account. Jonathan H. Cohen, CEO and a director of the issuer, and Saul B. Rosenthal, President and COO of the issuer, each have a 40% pecuniary interest in such account.

2. The price reported is the average weighted price. The shares were purchased in multiple transactions. The reporting person undertakes to provide to the SEC, the issuer and any security holder of the issuer, upon request, full information regarding the number of shares and the prices at which the shares were purchased.

3. Mr. Royce disclaims beneficial ownership of the 62,001 shares held by Royce Family Fund, Inc., except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Royce is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.

	/S/ Kristin P. Mickelson, attorney-in-fact	06/16/2016
	** 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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