Sec Form 4 Filing - Alcentra Investments Ltd @ Alcentra Capital Corp - 2015-09-24

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 Alcentra Investments Ltd 2. Issuer Name and Ticker or Trading Symbol Alcentra Capital Corp [ ABDC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10 GRESHAM STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2015 (Street) LONDON, X0EC2V 7JD 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 Common Stock 09/24/2015 S( 1 ) 1,475,620 ( 2 ) D $ 12.89 0 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other A lcentra Investments Ltd 10 GRESHAM STREET LONDON, X0EC2V 7JD X Signatures /s/ Robert Bennett 09/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 24, 2015 Alcentra Investments Limited transferred 1,475,620 shares of the Issuer's common stock to Alcentra NY, LLC. Alcentra Investments Limited and Alcentra NY, LLC are wholly owned subsidiaries of BNY Alcentra Group Holdings, Inc. Such transfer was part of an internal restructuring by BNY Alcentra Group Holdings, Inc. and the purchase price for such transaction was used to reduce a liability owed by Alcentra Investments Limited to Alcentra NY, LLC. ( 2 )Includes 24,621 shares of the Issuer's common stock, received on April 6, 2015 through participation in a dividend reinvestment plan ("DRIP") of the Issuer, at a purchase price of approximately $13.976044 per share. Other than the reinvestment of such dividend, no consideration was paid by Alcentra Investments Limited to acquire such shares.

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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