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
 
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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*
BlackRock Kelso Capital Advisors LLC

(Last) (First) (Middle)
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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Investment Adviser to Issuer
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2014
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 01/02/2014 X(1) 75,979(1) D $0(1) 0(2) D
Common Stock, par value $0.001 per share 01/02/2014 X(4) 75,979(4) A $9.29(4) 0(2) D
Common Stock, par value $0.001 per share 01/02/2014 J(4) 63,396(4) A $9.29(4) 0(2) D
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
Restricted Stock Units (3) 01/02/2014 J(3) 8,719(3) (3) (3) Common Stock, par value $0.001 per share 8,719 $0 0 D
Restricted Stock Units (4) 01/02/2014 X(1) 75,979(1) (1) (1) Common Stock, par value $0.001 per share 75,979 $0 0 D
Explanation of Responses:
1. Settlement of 75,979 Restricted Stock Units previously granted by the Reporting Person to certain of its employees pursuant to Restricted Stock Unit Agreements, each dated April 1, 2011 and March 15, 2013. Shares of the Issuer's common stock underlying the remaining 101,332 Restricted Stock Units granted on March 15, 2013 are scheduled to vest and become payable in shares of the Issuer's common stock or the cash value thereof at the election of the Reporting Person in equal installments on January 2, 2015 and January 4, 2016.
2. Excludes 17,284 Restricted Shares granted by the Reporting Person to certain of its employees pursuant to Restricted Stock Agreements, each dated January 2, 2012, vesting on January 2, 2015; 31,046 Restricted Shares granted by the Reporting Person to certain of its employees pursuant to Restricted Stock Agreements, each dated March 15, 2012, vesting on January 2, 2015; 12,906 Restricted Shares granted by the Reporting Person to certain of its employees pursuant to Restricted Stock Agreements, each dated January 2, 2013, vesting in equal installments on January 2, 2015 and January 4, 2016; 101,332 shares underlying Restricted Stock Units granted by the Reporting Person to certain of its employees pursuant to Restricted Stock Unit Agreements, each dated March 15, 2013, vesting in equal installments on January 2, 2015 and January 4, 2016.
3. Grants of Restricted Stock Units with respect to shares of the Issuer by the Reporting Person to certain of its employees pursuant to Restricted Stock Unit Agreements, each dated January 2, 2014. Shares of the Issuer's common stock underlying the Restricted Stock Units are scheduled to vest and become payable in shares of the Issuer's common stock or the cash value thereof at the election of the Reporting Person in equal installments on January 2, 2015, January 4, 2016 and January 2, 2017.
4. Restricted Shares and Restricted Stock Units that vested on January 2, 2014 will be settled for the cash value thereof at the election of the Reporting Person.
Laurence D. Paredes, Secretary 01/06/2014
** 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.
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