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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAHER JAMES R
(Last) (First) (Middle)
C/O BLACKROCK KELSO CAPITAL CORPORATION
40 EAST 52ND STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BlackRock Kelso Capital CORP [ BKCC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Chief Executive Officer / C.E.O. of investment adviser
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 01/02/2009 A 29,468.6(1) A $0(1) 65,838.02(2) D
Common Stock, par value $0.001 per share 310,811.36 I By BlackRock Kelso Capital Super Holdings LLC(3)
Common Stock, par value $0.001 per share 9,047.43 I By BlackRock Kelso Capital Advisors LLC(4)
Common Stock, par value $0.001 per share 140,737.87 I By James R. Maher Family Trust, U/T/A dated 1/17/1997(5)
Common Stock, par value $0.001 per share 268,071.79 I By Elizabeth A. Maher(6)
Common Stock, par value $0.001 per share 35,641.41 I By Caroline C. Maher(7)
Common Stock, par value $0.001 per share 35,641.41 I By Elizabeth H. Maher(7)
Common Stock, par value $0.001 per share 26,502.59 I By James R. Maher, Jr.(7)
Common Stock, par value $0.001 per share 35,641.41 I By Emily L. Maher(7)
Common Stock, par value $0.001 per share 1,554,299.98 I By BlackRock Kelso Capital Advisors LLC(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Restricted Shares granted by BlackRock Kelso Capital Advisors LLC ("Advisor") pursuant to a Restricted Stock Agreement, dated January 2, 2009, vesting in equal installments on January 2, 2010, 2011 and 2012.
2. Includes 2,790.64 Restricted Shares granted by Advisor pursuant to a Restricted Stock Agreement, dated January 2, 2007, vesting on January 2, 2010 and 15,201.59 Restricted Shares granted by Advisor pursuant to a Restricted Stock Agreement, dated December 31, 2007, vesting in equal installments on January 2, 2010 and 2011.
3. Owned indirectly through the Reporting Person's direct ownership of interests in BlackRock Kelso Capital Super Holdings LLC ("Super"), which owns Common Stock of the Issuer through its indirect ownership of interests in BlackRock Kelso Capital Holding LLC ("Holding").
4. Owned indirectly through the Reporting Person's direct ownership of interests in Advisor, which owns Common Stock of the Issuer through its indirect ownership of interests in Holding.
5. The Reporting Person has a pecuniary interest in James R. Maher Family Trust, U/T/A dated 1/17/1997, which has a direct ownership interest in Super. See Footnote 3. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by such trust.
6. The Reporting Person is the spouse of Elizabeth A. Maher, who has a direct ownership interest in Super. See Footnote 3. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by such person.
7. The Reporting Person is the father of Caroline C. Maher, Elizabeth H. Maher, James R. Maher, Jr. and Emily L. Maher, each of whom has a direct ownership interest in Super and Advisor. See Footnotes 3 and 4. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by such persons.
8. The Reporting Person, as a Manager of Advisor, may be deemed to beneficially own all the Common Stock of the Issuer owned by Advisor. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or otherwise.
James R. Maher, by Frank Gordon, Attorney-in-Fact 01/06/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.