Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)
1
Oxford Lane Capital Corp
(Name of Issuer)
Cumulative Preferred
(Title of Class of Securities)
691254433, 691543508, 691543607
(CUSIP Number)
Jodi Hedberg, Chief Compliance Officer
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
March 5, 2020
(Date of Event Which Requires Filing of This Statement)
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 x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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.
The 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).
CUSIP NO.
691254433, 691543508, 691543607
|
1
|
NAME OF REPORTING PERSON
Karpus Investment Management
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,643,673
|
|
|
8
|
SHARED VOTING POWER
0
|
||
|
9
|
SOLE DISPOSITIVE POWER
1,713,673
|
||
|
10
|
SHARED DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,673
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.41%
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||
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14
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TYPE OF REPORTING PERSON
IA
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||
CUSIP NO.
691254433, 691543508, 691543607
|
1
|
NAME OF REPORTING PERSON
George W. Karpus
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC, PF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
38,050
*
|
|
|
8
|
SHARED VOTING POWER
23,207
*
|
||
|
9
|
SOLE DISPOSITIVE POWER
38,050
*
|
||
|
10
|
SHARED DISPOSITIVE POWER
23,207
*
| ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,257
*
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
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14
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TYPE OF REPORTING PERSON
IN
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||
CUSIP NO.
691254433, 691543508, 691543607
The following constitutes Amendment No.
5
to the Schedule 13D (as amended, the "Schedule 13D") filed by the undersigned. This Amendment No.
5
amends the Schedule 13D as specifically set forth herein.
|
Item 2.
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Identity and Background.
|
a) This statement is filed by:
- (i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"); and
(ii) George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation, Inc. and Karpus Investment Management Profit Sharing Plan Fund C- Growth Common Stock Fund (collectively, the "Karpus Entities").
CUSIP NO.
691254433, 691543508, 691543607
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Karpus, an independent registered investment advisor, has accumulated
1,713,673
Shares on behalf of accounts tha
t are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents
17.41%
of the outstanding Shares. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
The aggregate purchase price of the
1,713,673
Shares beneficially owned by Karpus Investment Management is approximately
$42,799,874, excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
The aggregate purchase price of the
61,257
Shares held by Mr. Karpus and the Karpus Entities
is approximately
$1,530,241, excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
CUSIP NO.
691254433, 691543508, 691543607
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon
9,845,416
Shares outstanding, which is the total number of Shares outstanding as of
September 30, 2019
as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on
November 1, 2019 in aggregrate with 3,500,000 shares of OXLCP as displayed in offering documents.
|
A
..
|
Karpus Investment Management
|
|
|
(a)
|
As of the close of business on
March 05, 2020
,
Karpus Investment Management
beneficially owned
1,713,673
Shares held in the Accounts.
|
Percentage:
17.41%
|
|
(b)
|
1. Sole power to vote or direct vote:
1,643,673
|
|
|
2. Shared power to vote or direct vote:
0
|
|
|
3. Sole power to dispose or direct the disposition:
1,713,673
|
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
The transactions in the Shares by
Karpus Investment Management
over the last 60 days are set forth in Schedule B and incorporated herein by reference.
|
|
B
..
|
George W. Karpus
|
|
|
(a)
|
As of the close of business on
March 5, 2020,
George W. Karpus
beneficially owned
38,050
Shares. In addition,
George W. Karpus
may be deemed to beneficially own the
23,207
Shares held in the Karpus Entities.
|
Percentage:
Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote:
38,050
|
|
|
2. Shared power to vote or direct vote:
23,207
|
|
|
3. Sole power to dispose or direct the disposition:
38,050
|
|
|
4. Shared power to dispose or direct the disposition:
23,207
|
|
|
(c)
|
The transactions in the Shares in the Karpus Entitites over the last 60 days are set forth in Schedule B and incorporated herein by reference.
|
CUSIP NO.
691254433, 691543508, 691543607
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
CUSIP NO.
691254433, 691543508, 691543607
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:
March 9, 2020
|
KARPUS MANAGEMENT, INC.
|
|||
|
By:
|
/s/ Jodi Hedberg
|
||
|
Name:
|
Jodi Hedberg
|
||
|
Title:
|
Chief Compliance Officer
|
||
CUSIP NO.
691254433, 691543508, 691543607
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
|
Name
|
Position & Present Principal Occupation
|
Business Address
|
Shares Owned
|
|
George W. Karpus
|
President, CEO, and Chairman of the Board
|
183 Sully’s Trail, Pittsford, New York 14534
|
See Above
|
|
Kathleen Finnerty Crane
|
Chief Financial Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
65
Shares
|
|
Dana R. Consler
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
400
Shares
|
|
Thomas M. Duffy
|
Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0
Shares
|
|
Sharon L. Thornton
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0
Shares
|
|
Daniel L. Lippincott, CFA
|
Sr. Tax-Sensitive Manager and Director of Investment Personnel
|
183 Sully’s Trail, Pittsford, New York 14534
|
0
Shares
|
CUSIP NO.
691254433, 691543508, 691543607
SCHEDULE B
Transactions in the Shares of OXLCO over the last 60 days.
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
(THROUGH THE ACCOUNTS)
|
Sale of Common Stock
|
(500)
|
$25.55
|
1/8/2020
|
|
Sale of Common Stock
|
(5,250)
|
$25.58
|
1/9/2020
|
|
Sale of Common Stock
|
(600)
|
$25.13
|
3/6/2020
|
|
|
|
|
|
|
|
|
|
|
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Transactions in the Shares of OXLCP over the last 60 days.
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
(THROUGH THE ACCOUNTS)
|
Purchase of Common Stock
|
360,000
|
$24.80
|
2/6/2020
|
|
Purchase of Common Stock
|
13,800
|
$24.75
|
2/12/2020
|
|
Purchase of Common Stock
|
17,100
|
$24.80
|
2/14/2020
|
|
Purchase of Common Stock
|
7,765
|
$24.87
|
2/21/2020
|
|
Purchase of Common Stock
|
10,850
|
$24.62
|
2/24/2020
|
|
Purchase of Common Stock
|
20,083
|
$24.62
|
2/25/2020
|
|
Purchase of Common Stock
|
5,496
|
$24.59
|
2/26/2020
|
|
Purchase of Common Stock
|
9,947
|
$24.44
|
2/27/2020
|
|
Purchase of Common Stock
|
1,580
|
$24.24
|
2/28/2020
|
|
Purchase of Common Stock
|
1,600
|
$24.41
|
3/2/2020
|
|
Purchase of Common Stock
|
2,075
|
$24.47
|
3/3/2020
|
|
Purchase of Common Stock
|
7,819
|
$24.79
|
3/4/2020
|
|
Purchase of Common Stock
|
11,400
|
$24.75
|
3/5/2020
|
|
|
|
|
|
|
|
|
|
|
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Transactions in the Shares of OXLCM over the last 60 days.
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
(THROUGH THE ACCOUNTS)
|
Purchase of Common Stock
|
525
|
$25.68
|
1/6/2020
|
|
Sale of Common Stock
|
(6)
|
$26.16
|
1/7/2020
|
|
Sale of Common Stock
|
(1,000)
|
$25.68
|
1/8/2020
|
|
Sale of Common Stock
|
(833)
|
$25.67
|
1/10/2020
|
|
Sale of Common Stock
|
(90)
|
$25.75
|
1/13/2020
|
|
Purchase of Common Stock
|
400
|
$25.82
|
1/14/2020
|
|
Purchase of Common Stock
|
300
|
$25.55
|
1/17/2020
|
|
Sale of Common Stock
|
(20)
|
$25.65
|
1/28/2020
|
|
Sale of Common Stock
|
(30)
|
$25.56
|
1/30/2020
|
|
Sale of Common Stock
|
(37)
|
$25.08
|
3/5/2020
|
|
|
|
|
|
|
|
|
|
|
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Transactions in the Shares of OXLCP over the last 60 days.
GEORGE KARPUS SHARED POWER
(THROUGH THE ACCOUNTS)
(THROUGH THE ACCOUNTS)
|
Purchase of Common Stock
|
6,000
|
$24.80
|
2/6/2020
|
|
Purchase of Common Stock
|
1,500
|
$24.75
|
2/12/2020
|
|
Purchase of Common Stock
|
55
|
$24.80
|
2/14/2020
|
|
Purchase of Common Stock
|
500
|
$24.62
|
2/24/2020
|
|
Purchase of Common Stock
|
1
|
$24.45
|
2/27/2020
|
|
|
|
|
|
|
|
|
|
|