Sec Form 4 Filing - Eliasek M Grier @ PROSPECT CAPITAL CORP - 2020-10-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Eliasek M Grier 2. Issuer Name and Ticker or Trading Symbol PROSPECT CAPITAL CORP [ PSEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF OPERATING OFFICER (Last) (First) (Middle) 10 EAST 40TH ST, 42ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2020 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 5.50% Series A1 Preferred Stock ( 1 ) 10/22/2020 P 50 ( 1 ) ( 1 ) Common Stock 220.36 ( 1 ) $ 25 50 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eliasek M Grier 10 EAST 40TH ST, 42ND FLOOR NEW YORK, NY10016 X CHIEF OPERATING OFFICER Signatures /s/ M. Grier Eliasek 10/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the listing of the Issuer's 5.50% Series A1 Convertible Preferred Stock, par value $0.001 per share (the "Series A1 Preferred Shares") on a national securities exchange, each Series A1 Preferred Share is convertible at the election of the holder thereof into a number of shares of the Issuer's Common Stock, par value $0.001 par share (the "Common Stock") (or, at the option of the Issuer, in whole or in part, into the cash value thereof), based on the conversion rate in effect at the time of conversion. Such conversion rate is defined in the Prospectus Supplement dated August 3, 2020 (the "Prospectus Supplement"), but generally means a number of shares of Common Stock equal to the initial stated value of $25.00 per Series A1 Preferred Share plus any accrued but unpaid dividends, divided by the arithmetic average of the daily volume weighted average price of shares of Common Stock over each of the five consecutive trading days ending on the conversion exercise 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).

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