Eagle Point DIF GP I Form 4 Oxford Lane Capital / Thomas P. Majewski 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^*

Eagle Point Credit Management LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD,

SUITE 202

(Street)

GREENWICH, CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oxford Lane Capital Corp. [ OXLC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
6.75% Notes due 2031, $25.00 denominations (OXLCL)	06/15/2021		S		1,251,075(1)	D	$1,273,649(2)	$21,447,625(1)	I	See foonotes(11)(12)(15)
6.75% Notes due 2031, $25.00 denominations (OXLCL)	06/16/2021		S		432,600(1)	D	$439,814(3)	$21,015,025(1)	I	See foonotes(11)(12)(15)
6.75% Notes due 2031, $25.00 denominations (OXLCL)	06/17/2021		S		273,300(1)	D	$277,578(4)	$20,741,725(1)	I	See foonotes(11)(12)(15)
6.75% Series 2024 Term Preferred Stock (OXLCM)	06/15/2021		S		4,521(1)	D	$25.21(5)	362,145(1)	I	See foonotes(14)(15)
6.75% Series 2024 Term Preferred Stock (OXLCM)	06/16/2021		S		7,392(1)	D	$25.12(6)	354,753(1)	I	See foonotes(14)(15)
6.75% Series 2024 Term Preferred Stock (OXLCM)	06/17/2021		S		21,994(1)	D	$25.04(7)	332,759(1)	I	See foonotes(14)(15)
6.25% Series 2027 Term Preferred Stock (OXLCP)	06/15/2021		S		2,800(1)	D	$25.11(8)	630,006(1)	I	See foonotes(14)(15)
6.25% Series 2027 Term Preferred Stock (OXLCP)	06/16/2021		S		13,441(1)	D	$25(9)	616,565(1)	I	See foonotes(14)(15)
6.25% Series 2027 Term Preferred Stock (OXLCP)	06/17/2021		S		13,800(1)	D	$24.95(10)	602,765(1)	I	See foonotes(14)(15)
6.75% Series 2024 Term Preferred Stock (OXLCM)								9,450	D(13)
6.25% Series 2027 Term Preferred Stock (OXLCP)								11,000	D(13)

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

1. Name and Address of Reporting Person^*

Eagle Point Credit Management LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD,

SUITE 202

(Street)

GREENWICH, CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Majewski Thomas P.

(Last) (First) (Middle)

600 STEAMBOAT ROAD,

SUITE 202

(Street)

GREENWICH, CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Point Credit GP I LP

(Last) (First) (Middle)

600 STEAMBOAT RD

SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Point DIF GP I LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD,

SUITE 202

(Street)

GREENWICH, CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. The amount reported reflects the aggregate principal amount (based on face value), with respect to the notes, and the aggregate number of shares, with respect to the preferred stock.

2. The price reported reflects the aggregate sales price of the notes. These securities were sold in multiple transactions at prices ranging from $25.44 to $25.47 per note, inclusive, at a weighted average price of $25.45 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 notes/shares sold at each separate price within the ranges set forth in this footnote and each of the other applicable footnotes contained in this Form 4.

3. The price reported reflects the aggregate sales price. These securities were sold in multiple transactions at prices ranging from $25.40 to $25.50 per note, inclusive, at a weighted average price of $25.42 per note.

4. The price reported reflects the aggregate sales price. These securities were sold in multiple transactions at prices ranging from $25.37 to $25.42 per note, inclusive, at a weighted average price of $25.39 per note.

5. The price reported reflects the weighted average sales price per share. These securities were sold in multiple transactions at prices ranging from $25.20 to $25.30 per share, inclusive.

6. The price reported reflects the weighted average sales price per share. These securities were sold in multiple transactions at prices ranging from $25.08 to $25.18 per share, inclusive.

7. The price reported reflects the weighted average sales price per share. These securities were sold in multiple transactions at prices ranging from $24.99 to $25.10 per share, inclusive.

8. The price reported reflects the weighted average sales price per share. These securities were sold in multiple transactions at prices ranging from $25.10 to $25.15 per share, inclusive.

9. The price reported reflects the weighted average sales price per share. These securities were sold in multiple transactions at prices ranging from $24.95 to $25.21 per share, inclusive.

10. The price reported reflects the weighted average sales price per share. These securities were sold in multiple transactions at prices ranging from $24.94 to $25.00 per share, inclusive.

11. The securities 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.

12. 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 securities sold that are reported herein.

13. Thomas P. Majewski directly owns the securities in his personal capacity. None of the other Reporting Persons has a pecuniary interest in these securities.

14. The securities are directly owned by the Funds. Accordingly, for the reasons described above in footnotes 6 and 7, the General Partners, EPCM, and Mr. Majewski could be deemed to have an indirect pecuniary interest in the applicable securities.

15. 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	06/17/2021
	/s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point DIF GP I LLC	06/17/2021
	/s/ Kenneth P. Onorio, Chief Financial Officer of Eagle Point Credit GP I LP	06/17/2021
	/s/ Thomas P. Majewski	06/17/2021
	** Signature of Reporting Person	Date
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