SEC Form SC 13D filed by Oxford Lane Capital Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.   )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ⌧

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1. SECURITY AND ISSUER.

Oxford Lane Capital Corp. (the “Issuer”)

Address of Issuer’s principal executive offices: 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830

Security:

ITEM 2. IDENTITY AND BACKGROUND.

This Schedule 13D is jointly filed pursuant to a Joint Filing Agreement attached hereto as Exhibit A by (i) Eagle Point Credit Management LLC (“EPCM”), a Delaware limited liability company, (ii) Eagle Point DIF GP I LLC (“DIF GP I”), a Delaware limited liability company, (iii) Eagle Point Defensive Income Fund US LP (“DIF I US”), a Delaware limited partnership, and (iv) Thomas Philip Majewski (“Mr. Majewski”), a United States citizen (the “Reporting Persons”). The principal business address for the Reporting Persons is 600 Steamboat Road, Suite 202, Greenwich, CT 06830 United States.

EPCM is a registered investment adviser and serves as investment adviser to certain private funds and separately managed accounts which hold the Preferred Shares described herein (collectively, the “Accounts”). Pursuant to an investment management agreement between EPCM and each Account, EPCM has discretionary investment authority and voting power with respect to the Preferred Shares directly held by the Accounts. As such, EPCM can be deemed to beneficially own the Preferred Shares directly held by the Accounts.

DIF GP I as general partner to DIF I US (described below) and another Account, has the authority to exercise voting or dispositive power with respect to the shares held by such Accounts. Thus, DIF GP I could be deemed to have the power to vote and dispose or direct the disposition of the shares held by such Accounts.

DIF I US directly holds the shares, and has delegated management of its portfolio, including the shares, to DIF GP I and EPCM. Accordingly, it may be deemed to have the power to vote and dispose or direct the disposition of such shares.

EPCM is ultimately wholly owned by Eagle Point Holdings LP (“EP Holdings”) through intermediary holding companies. Eagle Point Holdings GP LLC (“EP Holdings GP”) is the sole general partner of EP Holdings. EP Holdings GP is managed by a board of managers (the “EP Holdings Board”) of which the majority of the members are appointed by Trident EP-II Holdings LLC (“EP-II LLC”), which also owns a majority of the voting interests in EP Holdings GP.

Information regarding EP Holdings, EP Holdings GP, EP-II LLC, and each member of the EP Holdings Board (the “Additional Disclosed Persons” and, together with the Reporting Persons, the “Disclosed Parties”) is attached to this Schedule 13D as Schedule I and is incorporated herein by reference.

During the past five years, none of the Disclosed Parties (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Since certain of the Reporting Persons’ previous Schedule 13D filing relating to the Preferred Shares (filed with the SEC on May 26, 2023 and available at the following hyperlink: https://www.sec.gov/Archives/edgar/data/1607203/000110465923065437/tm2317139d1_sc13d.htm), all of the Preferred Shares reported herein were acquired over a period of time in multiple secondary transactions at various market prices. The funds used to acquire each of the Preferred Shares were from each applicable Account’s available investment capital.

ITEM 4. PURPOSE OF TRANSACTION.

EPCM caused the Accounts to acquire the Preferred Shares they hold for investment purposes and will continue to analyze such investments on an ongoing basis. EPCM, on behalf of the Accounts, reserves the right to increase or decrease the Accounts’ ownership of the Preferred Shares over time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

CURRENT OWNERSHIP

Based on public disclosures filed by the Issuer with the SEC, the Issuer has a total of 8,761,706 shares of preferred stock outstanding as of September 30, 2024. The Reporting Persons may be deemed to beneficially own an aggregate of 2,083,939 Preferred Shares, which represents approximately 23.8% of all of the Issuer’s outstanding preferred shares. The number of Preferred Shares which may be deemed to be beneficially owned by the Disclosed Parties are as follows:

(1) Pursuant to an investment management agreement between EPCM and each Account, EPCM has discretionary investment authority and voting power with respect to the Preferred Shares held by the Accounts. Thus, EPCM could be deemed to have the sole power to vote and dispose or direct the disposition of such Preferred Shares.

(2) Because the general partner to a private investment fund has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Preferred Shares, it could be deemed to share the power to vote and dispose or direct the disposition of such Preferred Shares.

(3) The private investment fund directly holds the Preferred Shares, and has delegated management of their portfolio, including the Preferred Shares, to its general partner and EPCM. Accordingly, the private investment fund may be deemed to share the power to vote and dispose or direct the disposition of such Preferred Shares.

(4) Mr. Majewski directly holds these Preferred Shares and thus has the sole power to vote and dispose or direct the disposition of such Preferred Shares.

(5) As managing partner and portfolio manager for EPCM, Mr. Majewski has the ability to exercise investment discretion over the Accounts. Thus, he could be deemed to share the power to vote and dispose or direct the disposition of the Preferred Shares held by the Accounts.

(6) EP Holdings is a holding company for EPCM. While EP Holdings, EP Holdings GP, each of the EP Holdings Board members, and EP-II LLC could be deemed to share beneficial ownership of the securities held by the Accounts and beneficially owned by EPCM, each of the foregoing fully disclaim beneficial ownership of such securities.

TRANSACTIONS

During the past sixty days, the Accounts engaged in the following secondary transactions:

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The relationships between the Disclosing Parties are described in response to Item 2.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

A Joint Filing Agreement (Exhibit A) is attached hereto.

All other materials which may be required to be filed as exhibits have been incorporated by reference herein.

***

In accordance with Rule 13d-4 under the Act, the Disclosed Parties expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE I

EP Holdings is a Delaware limited partnership and EP Holdings GP is a Delaware limited liability company. The principal business address of each of these entities is c/o Eagle Point Credit Management LLC, 600 Steamboat Road, Suite 202, Greenwich, CT 06830.

EP-II LLC is a Delaware limited liability company. Its principal business address is c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830.

Set forth below is the name and principal occupation of each member of the Board of EP Holdings GP. Each of the following individuals is a United States citizen.

Additional information regarding EPCM’s ownership and governance structure is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-77721), under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.

Exhibit A

Joint Filing Agreement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: November 14, 2024