| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Preferred Shares |
| (b) | Name of Issuer:
Oxford Lane Capital Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
8 Sound Shore Drive, Suite 255, Greenwich,
CONNECTICUT
, 06830. |
| Item 2. | Identity and Background |
|
| (a) | Eagle Point Credit Management LLC |
| (b) | 600 Steamboat Road, Suite 202, Greenwich, CT 06830 United States. |
| (c) | 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, and (ii) 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.
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.
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.
Name Principal Occupation Principal Business Address
Chris C. Stroup Managing Director, Stone Point Capital LLC c/o Stone Point
Capital LLC,
20 Horseneck Lane,
Greenwich, CT 06830
Thomas P. Majewski Managing Partner, EPCM (and certain affiliated advisers) c/o Eagle Point
Credit Management LLC,
600 Steamboat Road,
Suite 202, Greenwich,
CT 06830
James R. Matthews Managing Director, Stone Point Capital LLC c/o Stone
Point Capital LLC,
20 Horseneck Lane,
Greenwich, CT 06830
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. |
| (d) | During the past five years, none of the Disclosed Parties has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Disclosed Parties 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 the Reporting Persons' previous Schedule 13D filing relating to the Preferred Shares (filed with the SEC on August 15, 2025 and available at the following hyperlink: https://www.sec.gov/Archives/edgar/data/1495222/000110465925079354/xslSCHEDULE_13D_X01/primary_doc.xml, 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 |
| (a) | The Reporting Person may be deemed to beneficially own an aggregate of 1,799,707 Preferred Shares, which represents approximately 20.54% 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:
Shares Deemed to be Percentage
Beneficially Owned By: Nature of Ownership of Class
Eagle Point Credit Management LLC: 1,799,707 Sole Voting and Sole Dispositive Power (1) 20.54%
Thomas Philip Majewski: 1,805,207 Shared Voting and Shared Dispositive Power (2) 20.60%
EP Holdings (3): - - -
EP Holdings GP (3): - - -
EP Holdings Board members (3): - - -
EP-II LLC (3): - - -
(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) 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.
(3) 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. |
| (b) | 1,799,707 |
| (c) | Subsequent to the last amendment to this Schedule 13D, filed with the SEC on August 15, 2025, the Accounts engaged in the following secondary transactions:
Date Security Acquisition/Sale Number of Price per
Preferred Preferred
Shares Share
8/18/2025 7.125% Series 2029 Term Preferred Shares Sale 18 24.30
8/18/2025 6.00% Series 2029 Term Preferred Shares Sale 55 23.28
8/20/2025 7.125% Series 2029 Term Preferred Shares Sale 1,423 24.28
8/21/2025 6.00% Series 2029 Term Preferred Shares Sale 587 23.28
8/22/2025 6.00% Series 2029 Term Preferred Shares Sale 10,000 23.28
8/25/2025 7.125% Series 2029 Term Preferred Shares Sale 5,000 24.28
8/25/2025 6.00% Series 2029 Term Preferred Shares Sale 19,642 23.28
8/26/2025 7.125% Series 2029 Term Preferred Shares Sale 5,100 24.30
8/26/2025 6.00% Series 2029 Term Preferred Shares Sale 10,007 23.28
8/27/2025 7.125% Series 2029 Term Preferred Shares Sale 93 24.30
8/27/2025 6.00% Series 2029 Term Preferred Shares Sale 15,000 23.30
8/28/2025 7.125% Series 2029 Term Preferred Shares Sale 10,180 24.30
8/29/2025 7.125% Series 2029 Term Preferred Shares Sale 1,884 24.30
9/02/2025 7.125% Series 2029 Term Preferred Shares Sale 29 24.35
9/03/2025 6.00% Series 2029 Term Preferred Shares Sale 92 23.45
9/03/2025 7.125% Series 2029 Term Preferred Shares Sale 10,316 24.30
9/04/2025 7.125% Series 2029 Term Preferred Shares Sale 5,305 24.30
9/05/2025 7.125% Series 2029 Term Preferred Shares Sale 5,900 24.34 |
| Item 6. | Contracts, Arrangements, Understandings 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. |
| | Exhibit A
Joint Filing Agreement
We, the undersigned, hereby express our agreement that the attached Schedule 13D 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: September 5, 2025
EAGLE POINT CREDIT MANAGEMENT LLC
By: /s/ Courtney Fandrick
Name: Courtney Fandrick
Title: Chief Compliance Officer
THOMAS PHILIP MAJEWSKI
By: /s/ Thomas P. Majewski
Name: Thomas P. Majewski
All other materials which may be required to be filed as exhibits have been incorporated by reference herein. |
