Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
*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).
| CUSIP Nos. |
691543 508
691543 607
691543 805
691543 870 |
|
| 1 |
NAME OF REPORTING PERSON |
|
|
| Eagle Point Credit Management LLC |
|
|
| |
|
| |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
| (a) ¨ |
|
|
| (b) ¨ |
|
|
| 3 |
SEC USE ONLY |
|
|
| |
|
|
| |
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| Delaware |
|
|
| |
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER |
|
|
| 2,270,648 |
|
|
| |
|
| 6 |
SHARED VOTING POWER |
|
|
| |
|
|
| |
|
| 7 |
SOLE DISPOSITIVE POWER |
|
|
| 2,270,648 |
|
|
| |
|
| 8 |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
| 2,270,648 |
|
|
| |
|
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
| ¨ |
|
|
| |
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
| 19.8% |
|
|
| |
|
| 12 |
TYPE OF REPORTING PERSON |
|
|
| IA |
|
|
| |
|
| |
|
|
|
|
|
| CUSIP Nos. |
691543 508
691543 607
691543 805
691543 870 |
|
| 1 |
NAME OF REPORTING PERSON |
|
|
| Thomas Philip Majewski |
|
|
| |
|
| |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
| (a)
¨ |
|
|
| (b)
¨ |
|
|
| 3 |
SEC USE ONLY |
|
|
| |
|
|
| |
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| United States |
|
|
| |
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER |
|
|
| 11,750 |
|
|
| |
|
| 6 |
SHARED VOTING POWER |
|
|
| 2,270,648 |
|
|
| |
|
| 7 |
SOLE DISPOSITIVE POWER |
|
|
| 11,750 |
|
|
| |
|
| 8 |
SHARED DISPOSITIVE POWER |
|
|
| 2,270,648 |
|
|
| |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
| 2,282,398 |
|
|
| |
|
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
| ¨ |
|
|
| |
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
| 19.9% |
|
|
| |
|
| 12 |
TYPE OF REPORTING PERSON |
|
|
| IN |
|
|
| |
|
| |
|
|
|
|
|
| CUSIP Nos. |
691543 508
691543 607
691543 805
691543 870 |
|
| Item 1(a). |
Name of Issuer: |
Oxford Lane Capital Corp.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
| Item 2(a). |
Name of Person(s) Filing: |
Eagle Point Credit Management LLC
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.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
600 Steamboat Road, Suite 202
Greenwich, CT 06830
Eagle Point Credit Management LLC: organized in the State of Delaware
Mr. Majewski: United States citizen
| Item 2(d). |
Title of Class of Securities: |
Preferred Stock (series identified below in response to Item 2(e))
| Item 2(e). |
CUSIP Number(s): |
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)
691543 870 (7.125% Series 2029 Term Preferred Shares)
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ |
Broker or dealer registered under Section 15 of the Act; |
| | | |
|
| (b) | ¨ |
Bank as defined in Section 3(a)(6) of the Act; |
| | | |
|
| (c) | ¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
| | | |
|
| (d) | ¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
| | | |
|
| (e) | ¨ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| | | |
|
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ¨ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| | | |
|
| (h) | ¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | | |
|
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| | | |
|
| (j) | ¨ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| | | |
|
| (k) | ¨ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
| CUSIP Nos. |
691543 508
691543 607
691543 805
691543 870 |
|
| |
(a) |
Amount beneficially owned: |
Eagle Point Credit Management LLC: 2,270,648 shares
Thomas Philip Majewski: 2,282,398 shares
Collectively, the Reporting Persons may be deemed to beneficially own
2,282,398 shares of the outstanding preferred stock of Oxford Lane Capital Corp. (“Preferred Shares”).
Eagle Point Credit Management LLC: 19.8%
Thomas Philip Majewski: 19.9%
Collectively, the Reporting Persons may be deemed to beneficially own
approximately 19.9% of the total outstanding Preferred Shares.
| |
(c) |
Number of shares as to which the person has: |
| |
(i) |
Sole power to vote or to direct the vote: |
Eagle Point Credit Management LLC1: 2,270,648
shares
Thomas Philip Majewski2: 11,750 shares
| |
(ii) |
Shared power to vote or to direct the vote: |
Eagle Point Credit Management LLC: 0 shares
Thomas Philip Majewski3: 2,270,648 shares
1
Eagle Point Credit Management LLC (“EPCM”) acts as investment manager to certain private funds and certain separately managed
accounts (collectively, 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.
3
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.
| CUSIP Nos. |
691543 508
691543 607
691543 805
691543 870 |
|
| |
(iii) |
Sole power to dispose or to direct the disposition of: |
Eagle Point Credit Management LLC1: 2,270,648 shares
Thomas Philip Majewski2: 11,750 shares
| |
(iv) |
Shared power to dispose or to direct the disposition of: |
Eagle Point Credit Management LLC: 0 shares
Thomas Philip Majewski3: 2,270,648 shares
| Item 5. |
Ownership of Five Percent or Less of a Class. |
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 ☐.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of Dissolution of Group. |
Not applicable.
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.
| CUSIP Nos. |
691543 508
691543 607
691543 805
691543 870 |
|
Dated: February 13, 2023
| |
EAGLE POINT CREDIT MANAGEMENT
LLC |
| |
|
| |
By: |
/s/ Thomas P. Majewski |
| |
Name: |
Thomas P. Majewski |
| |
Title: |
Managing Partner |
| |
|
| |
THOMAS PHILIP MAJEWSKI |
| |
|
| |
By: |
/s/ Thomas P. Majewski |
| |
Name: |
Thomas P. Majewski |
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: February 13, 2023
| |
EAGLE POINT CREDIT MANAGEMENT
LLC |
| |
|
| |
By: |
/s/ Thomas P. Majewski |
| |
Name: |
Thomas P. Majewski |
| |
Title: |
Managing Partner |
| |
|
| |
THOMAS PHILIP MAJEWSKI |
| |
|
| |
By: |
/s/ Thomas P. Majewski |
| |
Name: |
Thomas P. Majewski |
