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

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)


Oxford Lane Capital Corp
(Name of Issuer)

Preferred
(Title of Class of Securities)

691543300 691543508
(CUSIP Number)
 
Daniel Lippincott, Senior Tax-Sensitive Manager
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680

Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 31, 2018
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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 NO. 691543300 691543508
 
1
NAME OF REPORTING PERSON
 
Karpus Investment Management
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,477,959
8
SHARED VOTING POWER
 
-
9
SOLE DISPOSITIVE POWER
 
1,477,959
10
SHARED DISPOSITIVE POWER
 
-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,477,892
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
26.79%
14
TYPE OF REPORTING PERSON
 
IA

 

 
CUSIP NO. 691543300 691543508
 
1
NAME OF REPORTING PERSON
 
George W. Karpus
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
36,200
8
SHARED VOTING POWER
 
29,350
9
SOLE DISPOSITIVE POWER
 
36,200
10
SHARED DISPOSITIVE POWER
 
29,350
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.19%
14
TYPE OF REPORTING PERSON
 
OO

 

 
CUSIP NO. 691543300 691543508
 
 
Item 1.
Security and Issuer.
 
This statement relates to the Preferred of Oxford Lane Capital Corp (the "Shares"). The address of the principal executive offices of the Issuer is 8 Sound Shore Dr, Suite 225, Greenwich, CT 06830 ..

 
CUSIP NO. 691543300 691543508
 
 
 
 
Item 2.
Identity and Background.
 
a) This statement is filed by:
    (i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"); and

    (ii) George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation, Inc., George W. Karpus IRA Rollover, Karpus Investment Management Profit Sharing Plan Fund C- Growth Common Stock Fund, and Karpus Investment Management Defined Benefit Plan (collectively, the "Karpus Entities").

    Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

    Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b) The address of the principal office of each of the Reporting Persons is 183 Sully's Trail, Pittsford, New York 14534.

(c) The principal business of Karpus is serving as a registered investment adviser who provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation of Mr. Karpus is serving as the President and CEO of Karpus.

(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been 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.

(f) Karpus is organized under the laws of the State of New York. Mr. Karpus is a citizen of the United States of America.

 

 
CUSIP NO. 691543300 691543508
 
 
 
Item 3.
Source and Amount of Funds or Other Consideration..
 
Karpus, an independent registered investment advisor, has accumulated 1,477,892 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 26.79% of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts.
 
The aggregate purchase price of the 1,477,892 Shares beneficially owned by Karpus Investment Management is approximately $36,978,699 , excluding brokerage commissions.
 
 
The aggregate purchase price of the - Shares held by Mr. Karpus and the Karpus Entities is approximately $1,667,041 , excluding brokerage commissions.
 

 

 
CUSIP NO. 691543300 691543508
 
 
 
Item 4.
Purpose of Transaction..
 
KIM has purchased Shares for the Accounts for investment purposes. However, KIM reserves the right to contact management with regard to concerns that they have with respect to the Fund. This may include letters to the Board and/or other communications with Fund management. Being an independent registered investment advisor, with a specialty focus in closed end funds, the profile of this security fits the investment guidelines for various Accounts. Shares have been acquired since June 17, 2013 ..

 

 
CUSIP NO. 691543300 691543508
 
 

Item 5.
Interest in Securities of the Issuer.
 
Item 5(a)-(c) is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 5,516,001 Shares outstanding, which is the total number of Shares outstanding as of February 9, 2018 as reported by the Issuer ..
 
 
A ..
Karpus Investment Management
 
 
(a)
As of the close of business on February 14, 2018 , Karpus Investment Management beneficially owned 1,477,892 Shares held in the Accounts.
 
Percentage: 26.79%
 
 
(b)
1. Sole power to vote or direct vote: 1,477,959
 
2. Shared power to vote or direct vote: -
 
3. Sole power to dispose or direct the disposition: 1,477,959
 
4. Shared power to dispose or direct the disposition: -

 
 
B ..
George W. Karpus
 
 
(a)
As of the close of business on February 14, 2018 , George W. Karpus beneficially owned 36,200 Shares. In addition, George W. Karpus may be deemed to beneficially own the 29,350 Shares held in the Karpus Entities.
 
Percentage: 1.19%
 
 
(b)
1. Sole power to vote or direct vote: 36,200
 
2. Shared power to vote or direct vote: 29,350
 
3. Sole power to dispose or direct the disposition: 36,200
 
4. Shared power to dispose or direct the disposition: 29,350

 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

 
CUSIP NO. 691543300 691543508
 
 

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer..
Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and Kaprus and between any of them and any other person with respect to the above referenced securities.

 

 
CUSIP NO. 691543300 691543508
 
 

Item 7.
Material to be Filed as Exhibits..
 
None.
 

 
CUSIP NO. 691543300 691543508
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:   February 14, 2018

 
KARPUS MANAGEMENT, INC.
     
 
By:
/s/ Daniel Lippincott
   
Name:
Daniel Lippincott
   
Title:
Senior Tax-Sensitive Manager


 
KARPUS INVESTMENT MANAGEMENT DEFINED BENEFIT PLAN
     
 
By:
/s/ Kathleen F. Crane
   
Name:
Kathleen F. Crane
   
Title:
Chief Financial Officer & Chief Compliance Officer of Karpus Investment Management


 
/s/ George W. Karpus
 
GEORGE W. KARPUS


 
/s/ Glen T. Insley
 
GLEN T. INSLEY


 
/s/ Arthur Charles Regan
 
ARTHUR CHARLES REGAN
 

 

 
CUSIP NO. 691543300 691543508
 
 
 
SCHEDULE A
 
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
 
Name
Position & Present Principal Occupation
Business Address
Shares Owned
George W. Karpus
President, CEO, and Chairman of the Board
183 Sully’s Trail, Pittsford, New York 14534
See Above
Kathleen Finnerty Crane
Chief Financial Officer and Chief Compliance Officer
183 Sully’s Trail, Pittsford, New York 14534
0 Shares
Dana R. Consler
Executive Vice President
183 Sully’s Trail, Pittsford, New York 14534
900 Shares
Thomas M. Duffy
Vice President
183 Sully’s Trail, Pittsford, New York 14534
0 Shares
Sharon L. Thornton
Senior Director of Investments
183 Sully’s Trail, Pittsford, New York 14534
0 Shares
Daniel L. Lippincott
Sr. Tax-Sensitive Manager and Director of Investment Personnel
183 Sully’s Trail, Pittsford, New York 14534
0 Shares

 
 
 
 
CUSIP NO. 691543300 691543508
 
SCHEDULE B
 
Transactions in the Shares over the last 60 days.

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)

Sale of Common Stock
(1,400)
$25.36
12/6/2017
Sale of Common Stock
(2,450)
$25.25
12/7/2017
Sale of Common Stock
(100)
$26.12
12/11/2017
Sale of Common Stock
(1,500)
$25.78
12/12/2017
Sale of Common Stock
(175)
$26.93
12/13/2017
Purchase of Common Stock
201,945
$25.00
12/14/2017
Purchase of Common Stock
2,150
$25.05
12/15/2017
Purchase of Common Stock
770
$24.20
12/18/2017
Sale of Common Stock
(4,007)
$25.50
12/19/2017
Purchase of Common Stock
1,246
$24.71
12/20/2017
Sale of Common Stock
(3,693)
$26.38
12/21/2017
Purchase of Common Stock
1,045
$25.10
12/22/2017
Purchase of Common Stock
1,665
$25.11
12/26/2017
Purchase of Common Stock
4,225
$25.08
12/27/2017
Purchase of Common Stock
916
$25.11
12/28/2017
Purchase of Common Stock
6,718
$25.24
12/29/2017
Purchase of Common Stock
15
$25.85
1/2/2018
Sale of Common Stock
(1,890)
$25.46
1/3/2018
Sale of Common Stock
(500)
$25.68
1/4/2018
Purchase of Common Stock
50
$25.27
1/5/2018
Purchase of Common Stock
320
$24.83
1/8/2018
Purchase of Common Stock
3,425
$25.22
1/9/2018
Purchase of Common Stock
3,926
$25.16
1/11/2018
Purchase of Common Stock
2,720
$25.16
1/12/2018
Purchase of Common Stock
534
$23.99
1/16/2018
Purchase of Common Stock
3,407
$25.11
1/17/2018
Purchase of Common Stock
2,330
$25.10
1/18/2018
Purchase of Common Stock
1,550
$25.13
1/19/2018
Purchase of Common Stock
545
$24.81
1/22/2018
Purchase of Common Stock
475
$24.50
1/23/2018
Purchase of Common Stock
1,100
$25.10
1/24/2018
Sale of Common Stock
(555)
$25.20
1/25/2018
Sale of Common Stock
(500)
$25.35
1/26/2018
Sale of Common Stock
(100)
$25.55
1/29/2018
Purchase of Common Stock
500
$25.37
1/30/2018
Sale of Common Stock
(223)
$25.36
1/31/2018