| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Oxford Lane Capital Corp. [ OXLC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/09/2021 | ||||||||||||||||||||||||||
| 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 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 | ||||||
| 6.75% Notes due 2031, issued in denominations of $25.00 | 04/09/2021 | S | 168,375(1) | D | $170,447.52(2) | 23,617,500(1) | I | See Footnotes(4)(5)(8) | ||
| 6.75% Notes due 2031, issued in denominations of $25.00 | 04/12/2021 | S | 175,000(1) | D | $177,146.9(3) | 23,442,500(1) | I | See Footnotes(4)(5)(8) | ||
| Preferred Stock, $0.01 par value per share | 21,994 | D(6) | ||||||||
| Preferred Stock, $0.01 par value per share | 782,357 | I | See Footnotes(7)(8) | |||||||
| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The amount reported reflects the aggregate principal amount of the 6.75% Notes due 2031 ("Notes"). |
| 2. The price reported in Column 4 reflects the aggregate purchase price. These securities were sold in multiple transactions at prices ranging from $25.29 to $25.35 per Note, inclusive, at a weighted average price of $25.31 per Note. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, the reporting person undertakes to provide full information regarding the number of shares purchased at each separate price within the range set forth in in footnotes (1) and (2) to this Form 4. |
| 3. The price reported in Column 4 reflects the aggregate purchase price. These securities were sold in multiple transactions at prices ranging from $25.27 to $25.39 per Note, inclusive, at a weighted average price of $25.31 per Note. |
| 4. The Notes are directly owned by certain private investment funds (the "Funds") and certain separately-managed client accounts (the "Accounts"). Eagle Point Credit GP I LP and Eagle Point DIF GP I LLC (together, the "General Partners") serve as general partner to one or more of the Funds. Accordingly, the General Partners could be deemed to have an indirect pecuniary interest in the securities held by the Fund(s) for which they serve as general partner. Eagle Point Credit Management LLC ("EPCM") serves as investment manager to the Accounts and, due to the nature of the advisory relationship, could be deemed to have an indirect pecuniary interest in the securities held by each of the Accounts. |
| 5. Eagle Point Holdings LP ("EP Holdings") is the parent company of each of the General Partners and EPCM. Thomas P. Majewski has certain economic rights with respect to EP Holdings (and EPCM) that could be deemed to give rise to an indirect pecuniary interest in the securities held by the Funds and the Accounts. Among the Reporting Persons, each of Eagle Point Credit GP I LP and Mr. Majewski could be deemed to have an indirect pecuniary interest in the Notes reported in Column 4. |
| 6. Thomas P. Majewski directly owns the preferred stock par value $0.01 per share ("Preferred Stock") in his personal capacity. None of the other Reporting Persons has a pecuniary interest in these securities. |
| 7. The Preferred Stock is directly owned by the Funds. Accordingly, for the reasons described above in footnote 1, the General Partners and Mr. Majewski could be deemed to have an indirect pecuniary interest in the Preferred Stock. |
| 8. Each of the Reporting Persons hereby disclaims beneficial ownership of the securities described in this report pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (except, with respect to Mr. Majewski, to the extent of his direct pecuniary interest therein) and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or for any other purpose. |
| /s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point Credit Management LLC | 04/13/2021 | |
| /s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point DIF GP I LLC | 04/13/2021 | |
| /s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point Credit GP I LP | 04/13/2021 | |
| /s/ Thomas P. Majewski | 04/13/2021 | |
| ** 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. | ||
