SEC Form SC 13G/A filed by Oxford Lane Capital Corp. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

Oxford Lane Capital Corp.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

Eagle Point Credit Management LLC

Eagle Point DIF GP I LLC

Eagle Point Defensive Income Fund US LP

Thomas Philip Majewski

This Schedule 13G is jointly filed by the above Reporting Persons pursuant to a Joint Filing Agreement attached hereto as Exhibit A.

600 Steamboat Road, Suite 202

Greenwich, CT 06830

Eagle Point Credit Management LLC: organized in the State of Delaware

Eagle Point DIF GP I LLC: organized in the State of Delaware

Eagle Point Defensive Income Fund US LP: organized in the State of Delaware

Mr. Majewski: United States citizen

Preferred Stock (series identified below in response to Item 2(e))

691543 508 (6.75% Series 2024 Term Preferred Shares)

691543 607 (6.25% Series 2027 Term Preferred Shares)

691543 805 (6.00% Series 2029 Term Preferred Shares)

Eagle Point Credit Management LLC: 1,664,411 shares

Eagle Point DIF GP I LLC: 565,566 shares

Eagle Point Defensive Income Fund US LP: 493,040 shares

Thomas Philip Majewski: 1,684,861 shares

Collectively, the Reporting Persons may be deemed to beneficially own 1,684,861 shares of the outstanding preferred stock of Oxford Lane Capital Corp. (“Preferred Shares”).

Eagle Point Credit Management LLC: 19.2%

Eagle Point DIF GP I LLC: 6.5%

Eagle Point Defensive Income Fund US LP: 5.7%

Thomas Philip Majewski: 19.5%

Collectively, the Reporting Persons may be deemed to beneficially own approximately 19.5% of the total outstanding Preferred Shares.

Eagle Point Credit Management LLC¹: 1,664,411 shares

Eagle Point DIF GP I LLC: 0 shares

Eagle Point Defensive Income Fund US LP: 0 shares

Thomas Philip Majewski²: 20,450 shares

¹ Eagle Point Credit Management LLC (“EPCM”) acts as investment manager to certain private funds, including Eagle Point Defensive Income Fund US (“DIF US”) and Eagle Point Defensive Income Fund Non-US LP (“DIF Non-US,” and, together with DIF US, the “DIF Funds”) (collectively, the “Funds”), and certain separately managed accounts (together with the Funds, the “Accounts”), which hold the Preferred Shares. 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 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.

Eagle Point Credit Management LLC: 0 shares

Eagle Point DIF GP I LLC³: 565,566 shares

Eagle Point Defensive Income Fund US LP⁴: 493,040 shares

Thomas Philip Majewski⁵: 1,664,411 shares

Eagle Point Credit Management LLC¹: 1,664,411 shares

Eagle Point DIF GP I LLC: 0 shares

Eagle Point Defensive Income Fund US LP: 0 shares

Thomas Philip Majewski²: 20,450 shares

Eagle Point Credit Management LLC: 0 shares

Eagle Point DIF GP I LLC³: 565,566 shares

Eagle Point Defensive Income Fund US LP⁴: 493,040 shares

Thomas Philip Majewski⁵: 1,664,411 shares

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

³ As general partner to each of the DIF Funds, Eagle Point DIF GP I LLC (“EP DIF GP”) has the authority to exercise voting or dispositive power with respect to the Preferred Shares held by the DIF Funds. Thus, EP DIF GP could be deemed to share the power to vote and dispose or direct the disposition of the Preferred Shares held by the DIF Funds.

⁴ DIF US directly holds these Preferred Shares, and has delegated management of its portfolio, including the Preferred Shares, to EP DIF GP and EPCM. Accordingly, it may be deemed to have the shared 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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: August 19, 2021

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: August 19, 2021