Edgar Filing: Oxford Lane Capital Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number

811-22432

Oxford Lane Capital Corp.

(Exact name of registrant as specified in charter)

8 Sound Shore Drive, Suite 255 Greenwich, CT		06830
(Address of principal executive offices)		(Zip code)

Jonathan H. Cohen
Chief Executive Officer
Oxford Lane Capital Corp.
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830

(Name and address of agent for service)

Registrant’s telephone number, including area code:

(203) 983-5275

Date of fiscal year end:	March 31

Date of reporting period:	December 31, 2015

OXFORD LANE CAPITAL CORP.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2015

(Unaudited)

Item 1. Schedule of Investments

COMPANY⁽¹⁾	INDUSTRY	INVESTMENT	PRINCIPAL AMOUNT		COST		FAIR VALUE⁽²⁾		% of Net Assets
Collateralized Loan Obligation - Debt Investments
Neuberger Berman CLO XIII, Ltd.	structured finance	CLO secured notes - Class F^(3)(4)(6) (LIBOR + 6.50%, due January 23, 2024)	$	4,500,000	$	3,956,505	$	2,835,000

OFSI Fund VII, Ltd.	structured finance	CLO secured notes - Class F^(3)(4)(6) (LIBOR + 5.65%, due October 18, 2026)		5,564,000		4,683,930		3,797,430

Telos CLO 2013-3, Ltd.	structured finance	CLO secured notes - Class F^(3)(4)(6) (LIBOR + 5.50%, due January 17, 2024)		3,000,000		2,740,813		2,144,700
Total Collateralized Loan Obligation - Debt Investments					$	11,381,248	$	8,777,130		5.95	%

Collateralized Loan Obligation - Equity Investments
AIMCO CLO, Series 2014-A	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 14.56%, maturity July 20, 2026)	$	26,000,000	$	18,475,415	$	11,462,343

AMMC CLO XII, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.42%, maturity May 10, 2025)		7,178,571		4,203,484		3,589,286

Ares XXV CLO Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 8.24%, maturity January 17, 2024)		15,500,000		10,037,890		6,975,000

Ares XXVI CLO Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.16%, maturity April 15, 2025)		3,750,000		2,258,827		1,510,543

Ares XXIX CLO Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 13.03%, maturity April 17, 2026)		12,750,000		9,722,887		5,284,986

Atrium XII CLO	structured finance	CLO subordinated notes^(5)(7)(9) (Estimated yield 15.27%, maturity October 22, 2026)		42,762,500		38,798,720		40,624,375

Battalion CLO VII Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 14.52%, maturity October 17, 2026)		24,000,000		19,926,415		12,960,000

Benefit Street Partners CLO V Ltd.	structured finance	CLO preference shares⁽⁵⁾⁽⁷⁾ (Estimated yield 15.38%, maturity October 20, 2026)		15,000,000		12,318,648		8,550,000

B&M CLO 2014-1 LTD	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 20.54%, maturity April 16, 2026)		2,000,000		1,258,606		840,000

Carlyle Global Market Strategies CLO 2013-2, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 22.02%, maturity April 18, 2025)		10,125,000		6,633,286		5,932,128

Carlyle Global Market Strategies CLO 2015-1, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 17.99%, maturity April 20, 2027)		5,000,000		3,719,509		3,250,000

Cedar Funding III CLO, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 10.53%, maturity May 20, 2026)		21,000,000		15,926,907		11,550,000

Catamaran CLO 2015-1 Ltd	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.49%, maturity April 22, 2027)		27,348,000		21,776,455		17,229,240

Hull Street CLO Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 17.26%, maturity October 18, 2026)		15,000,000		12,257,336		7,050,000

Ivy Hill Middle Market Credit VII, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 16.00%, maturity October 20, 2025)		7,000,000		5,814,217		5,090,846

(Continued on next page)

OXFORD LANE CAPITAL CORP.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2015

(Unaudited)

COMPANY⁽¹⁾	INDUSTRY	INVESTMENT	PRINCIPAL AMOUNT		COST		FAIR VALUE⁽²⁾		% of Net Assets
Collateralized Loan Obligation - Equity Investments - (continued)
Longfellow Place CLO IX, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 26.61%, maturity January 15, 2024)	$	2,562,000	$	1,340,593	$	851,186

Mountain Hawk II CLO, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 7.40%, maturity July 20, 2024)		10,000,000		8,604,118		4,079,000

Mountain Hawk III CLO, Ltd.	structured finance	CLO income notes⁽⁵⁾⁽⁷⁾ (Estimated yield 11.53%, maturity April 18, 2025)		15,000,000		11,652,062		4,530,618
	structured finance	CLO M notes⁽⁸⁾ (Maturity April 18, 2025)		2,389,676		-		504,255

Neuberger Berman CLO XIII, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 6.07%, maturity January 23, 2024)		6,255,000		2,951,642		1,876,500

OFSI Fund VII, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.04%, maturity October 18, 2026)		28,840,000		21,990,221		14,632,151

OZLM XIV, LTD	structured finance	CLO subordinated notes^(5)(7)(9) (Estimated yield 15.01%, maturity January 15, 2029)		13,500,000		11,451,897		11,340,000

OZLM VII Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.85%, maturity July 17, 2026)		20,000,000		15,321,404		11,129,174

Parallel 2015-1 Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 18.07%, maturity July 20, 2027)		7,750,000		6,334,863		4,882,500

Seneca Park CLO, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.65%, maturity July 17, 2026)		32,000,000		25,638,507		17,605,066

Shackleton II CLO, Ltd.	structured finance	CLO income notes⁽⁵⁾⁽⁷⁾ (Estimated yield 11.85%, maturity October 20, 2023)		10,000,000		7,978,555		4,800,000

Sound Point CLO VIII, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 23.96%, maturity April 15, 2027)		5,000,000		3,648,964		3,151,478
	structured finance	CLO subordinated F notes⁽⁸⁾ (Maturity April 15, 2027)		224,719		202,247		201,422

Sound Point CLO IX, Ltd.	structured finance	CLO subordinated notes^(5)(7)(9) (Estimated yield 16.02%, maturity July 20, 2027)		10,000,000		8,912,931		7,500,000

Telos CLO 2013-3, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 16.16%, maturity January 17, 2024)		13,333,334		9,344,946		6,933,334

Telos CLO 2013-4, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 23.42%, maturity July 17, 2024)		8,700,000		5,835,170		4,447,097

TICP CLO IV, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 17.85%, maturity July 20, 2027)		19,750,000		16,471,270		12,442,500

Venture XVI CLO, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 19.56%, maturity April 15, 2026)		15,000,000		11,863,230		7,288,945

Venture XVII CLO, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 20.99%, maturity July 15, 2026)		13,000,000		9,727,082		6,537,397

(Continued on next page)

OXFORD LANE CAPITAL CORP.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2015

(Unaudited)

COMPANY⁽¹⁾	INDUSTRY	INVESTMENT	PRINCIPAL AMOUNT		COST		FAIR VALUE⁽²⁾			% of Net Assets
Collateralized Loan Obligation - Equity Investments - (continued)
Venture XVIII CLO, Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 18.13%, maturity October 15, 2026)	$	7,000,000	$	5,565,123	$	3,802,255
	structured finance	CLO subordinated F notes⁽⁸⁾ (Maturity October 15, 2026)		357,055		-		301,432

Wind River 2014-3 CLO Ltd.	structured finance	CLO subordinated notes⁽⁵⁾⁽⁷⁾ (Estimated yield 15.46%, maturity January 22, 2027)		18,530,000		16,158,021		13,526,900

Other CLO equity related investments	structured finance	CLO other⁽⁸⁾		-		-		3,376,460

Total Collateralized Loan Obligation - Equity Investments					$	384,121,448	$	287,638,417			195.13	%


Total Investments					$	395,502,696	$	296,415,547			201.08	%


LIABILITIES IN EXCESS OF OTHER ASSETS								(149,009,533	)
NET ASSETS (equivalent to $8.13 per share based on 18,137,818 shares of common stock outstanding)								147,406,014

(1)

We do not "control" and are not an "affiliate" of any of our portfolio companies, each as defined in the Investment Company Act of 1940 (the "1940 Act"). In general, under the 1940 Act, we would be presumed to "control" a portfolio company if we owned 25% or more of its voting securities and would be an "affiliate" of a portfolio company if we owned 5% or more of its voting securities.

(2)

Fair value is determined in good faith by the Board of Directors of the Company.

(3)

Notes bear interest at variable rates.

(4)

Cost value reflects accretion of original issue discount or market discount, and amortization of premium.

(5)

Cost value reflects accretion of effective yield less any cash distributions received or entitled to be received from CLO equity investments.

(6)

The CLO secured notes generally bear interest at a rate determined by reference to three-month LIBOR which resets quarterly. For each CLO debt investment, the rate determined by reference is as of December 31, 2015.

(7)

The CLO subordinated notes and income notes are considered equity positions in the CLO funds. Equity investments are entitled to recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying fund's securities less contractual payments to debt holders and fund expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.

(8)

Fair value represents discounted cash flows associated with fees earned from CLO equity investments.

(9)

Investment has not made inaugural distribution for relevant period end. See "Note 3. Investment Income."

See Accompanying Notes

OXFORD LANE CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015

(Unaudited)

NOTE 1. INVESTMENT VALUATION

Oxford Lane Capital Corp. (“OXLC”, “we” or the “Fund”) fair values its investment portfolio in accordance with the provisions of ASC 820, Fair Value Measurement and Disclosure. An estimate made in the preparation of OXLC’s financial statements is the valuation of investments, as well as the related amounts of unrealized appreciation and depreciation of investments recorded. OXLC believes that there is no single definitive method for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments OXLC makes.

ASC 820-10 clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. OXLC considers the attributes of current market conditions on an on-going basis and has determined that due to the general illiquidity of the market for its investment portfolio, whereby little or no market data exists, almost all of OXLC’s investments are based upon “Level 3” inputs as of December 31, 2015.

The Fund may also invest directly in senior secured loans (either in the primary or secondary markets). In valuing such investments, Oxford Lane Management, LLC (“OXLC Management”) will prepare an analysis of each loan, including a financial summary, covenant compliance review, recent trading activity in the security, if known, and other business developments related to the portfolio company. Any available information, including non-binding indicative bids obtained from a recognized industry pricing service and agent banks which may not be considered reliable, will be presented to the OXLC Board of Directors (the “Board” or “Board of Directors”) to consider in its determination of fair value. In some instances, there may be limited trading activity in a security even though the market for the security is considered not active. In such cases the Board will consider the number of trades, the size and timing of each trade and other circumstances around such trades, to the extent such information is available, in its determination of fair value. At December 31, 2015, the Fund did not have any direct investments in senior secured loans.

Collateralized Loan Obligations — Debt and Equity

OXLC has acquired debt and equity positions in CLO investment vehicles and has purchased CLO warehouse facilities. These investments are special purpose financing vehicles. In valuing such investments, OXLC considers the operating metrics of the specific investment vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if any. In addition, OXLC considers the indicative prices provided by a recognized industry pricing service as a primary source, and the implied yield of such prices, supplemented by actual trades executed in the market at or around period-end, as well as the indicative prices provided by the broker who arranges transactions in such investment vehicles. OXLC also considers those instances in which the record date for an equity distribution payment falls on the last day of the period, and the likelihood that a prospective purchaser would require a downward adjustment to the indicative price representing substantially all of the pending distribution. Additional factors include any available information on other relevant transactions including firm bids and offers in the market and information resulting from bids-wanted-in-competition. OXLC Management or the Board of Directors may request an additional analysis by a third-party firm to assist in the valuation process of CLO investment vehicles. All information is presented to the Board of Directors for its determination of fair value of these investments.

OXFORD LANE CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015

(Unaudited)

NOTE 2. FAIR VALUE

The Fund’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820-10 at December 31, 2015, were as follows:

	Fair Value Measurements at Reporting Date Using
Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	($ in millions)		($ in millions)		($ in millions)		($ in millions)
CLO debt	$	-	$	-	$	8.8	$	8.8

CLO equity		-		-		287.6		287.6

Total	$	-	$	-	$	296.4	$	296.4

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2015 and the level of each financial liability within the fair value hierarchy:

($ in millions)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Series 2023 Term Preferred Shares	$	107.8	$	104.0	$	-	$	104.0	$	-
Series 2024 Term Preferred Shares		60.7		61.4		-		61.4		-
Total	$	168.5	$	165.4	$	-	$	165.4	$	-

Significant Unobservable Inputs for Level 3 Investments

In accordance with ASC 820-10, the following table provides quantitative information about the Fund’s Level 3 fair value measurements as of December 31, 2015. The Fund’s valuation policy, as described above, establishes parameters for the sources and types of valuation analysis, as well as the methodologies and inputs that the Fund uses in determining fair value. If the Board of Directors or OXLC Management determines that additional techniques, sources or inputs are appropriate or necessary in a given situation, such additional work may be undertaken. The weighted average calculations in the table below are based on the principal balances within each respective valuation techniques and methodologies and asset category.

	Quantitative Information about Level 3 Fair Value Measurements
Assets	Fair Value as of December 31, 2015		Valuation Techniques / Methodologies	Unobservable Input	Range / Weighted Average
	($ in millions)
CLO debt	$	6.0	Market quotes	NBIB⁽¹⁾	68.3%-71.5% / 69.4%
		2.8	Liquidation Analysis	N/A	N/A⁽³⁾

CLO equity		267.8	Market quotes	NBIB⁽¹⁾	30.0%-95.0% / 57.3%
		11.3	Recent transactions	Actual trade⁽²⁾	N/A⁽³⁾
		4.1	Discounted cash flow	Discount rate	N/A⁽³⁾

CLO equity - side letters		4.4	Discounted cash flow	Discount rate	10.6%-16.2% / 13.5%
Total Fair Value for Level 3 Investments	$	296.4

OXFORD LANE CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015

(Unaudited)

NOTE 2. FAIR VALUE – (continued)

(1)

The Fund generally uses prices provided by an independent pricing service or broker or agent bank non-binding indicative bid prices (“NBIB”) on or near the valuation date as the primary basis for the fair value determinations for CLO debt and equity investments, which may be adjusted for pending equity distributions as of valuation date. These bid prices are non-binding, and may not be determinative of fair value. Each bid price is evaluated by the OXLC Valuation Committee (the “Valuation Committee”) in conjunction with additional information compiled by OXLC Management, including performance and covenant compliance information as provided by the independent trustee.

(2)

Prices provided by independent pricing service are evaluated in conjunction with actual trades, and in certain cases, the value represented by actual trades may be more representative of fair value as determined by the Valuation Committee.

(3)

Represents a single investment fair value position, and therefore the range/weighted average is not applicable.

Significant increases or decreases in any of the unobservable inputs in isolation may result in a significantly lower or higher fair value measurement.

NOTE 3. INVESTMENT INCOME

Interest Income – Equity Investments

Interest income from investments in the equity class securities of CLO vehicles (typically income notes or subordinated notes) is recorded using the effective interest method in accordance with the provisions of ASC 325-40, Beneficial Interests in Securitized Financial Assets, based upon an estimation of an effective yield to maturity utilizing assumed cash flows, including those CLO equity investments that have not made their inaugural distribution for the relevant period end. The Fund monitors the expected residual payments, and effective yield is determined and updated quarterly, as needed. Accordingly, investment income recognized on CLO equity securities in the GAAP statement of operations differs from both the tax-basis investment income and from the cash distributions actually received by the Fund during the period.

The Fund also records income on its investments in CLO warehouse facilities based on a stated rate as per the underlying note purchase agreement or an estimated rate.

Interest Income – Debt Investments

Interest income is recorded on an accrual basis using the contractual rate applicable to each debt investment and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.

Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the Fund’s judgment, the payments are likely to remain current. As of December 31, 2015, the Fund had no non-accrual assets held in its portfolio.

Other Income

Other income includes distributions from fee letters and success fees associated with portfolio investments. Distributions from CLO equity fee letter investments are an enhancement to the return on a CLO equity investment and are based upon a percentage of the collateral manager’s fees, and are recorded as other income when earned. The Fund may also earn success fees associated with its investments in CLO warehouse facilities, which are contingent upon a take-out of the warehouse by a permanent CLO structure; such fees are earned and recognized when the take-out is completed.

OXFORD LANE CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015

(Unaudited)

NOTE 4. U.S. FEDERAL INCOME TAXES

The Fund intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the U.S. Tax Code (the “Code”) and, as such, to not be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, OXLC is required to distribute at least 90% of its investment company taxable income, as defined by the Code.

Because U.S. federal income tax regulations differ from accounting principles generally accepted in the United States, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statement to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. Our dividend policy is based upon our estimate of our taxable net investment income, which includes actual distributions from our CLO equity class investments, with further consideration given to our realized gains or losses on a taxable basis.

As of December 31, 2015, the cost and net unrealized depreciation of securities on a tax basis were as follows:

Cost for federal income tax purposes	$	436,446,403
Gross unrealized appreciation	$	7,325,191

Gross unrealized depreciation		(147,356,047	)
Net unrealized depreciation	$	(140,030,856	)

Item 2. Controls and Procedures.

(a) Based on an evaluation of the Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the “Disclosure Controls”) as of a date within 90 days prior to the filing date (the “Filing Date”) of this Form N-Q (the “Report”), the Chief Executive Officer (its principal executive officer) and Chief Financial Officer (its principal financial officer) have concluded that the Disclosure Controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant's management, including the Registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that have materially affected or are reasonably likely to materially affect the Registrant’s internal control over financial reporting.

Item 3. Exhibits.

Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OXFORD LANE CAPITAL CORP.

	By:	/s/ Jonathan H. Cohen
		Name: Jonathan H. Cohen
		Title: Chief Executive Officer

		Date: February 4, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Jonathan H. Cohen	By:	/s/ Bruce L. Rubin
	Name: Jonathan H. Cohen		Name: Bruce L. Rubin
	Title: Chief Executive Officer		Title: Chief Financial Officer
	(Principal Executive Officer)		(Principal Financial Officer)

	Date: February 4, 2016		Date: February 4, 2016