Sec Form 4 Filing - Flax Samuel Allan @ AMERICAN CAPITAL, LTD - 2017-01-03

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 Flax Samuel Allan 2. Issuer Name and Ticker or Trading Symbol AMERICAN CAPITAL, LTD [ ACAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GC and Secretary (Last) (First) (Middle) C/O AMERICAN CAPITAL, LTD., 2 BETHESDA METRO CENTER, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2017 (Street) BETHESDA, MD20814 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 01/03/2017 D 353,807 D 0 D Common Stock 01/03/2017 D 4,766 D 0 I ESOP/401(k) Plan Common Stock 01/03/2017 D 4,461 D 0 I IRA

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 Options $ 16.71 01/03/2017 D 51,132 07/24/2009( 2 ) 07/24/2018 Common Stock 51,132 ( 3 ) 0 D Options $ 16.71 01/03/2017 D 204,519 07/24/2009( 2 ) 07/24/2018 Common Stock 204,519 ( 3 ) 0 D Options $ 4.81 01/03/2017 D 157,252 01/07/2010( 2 ) 01/07/2019 Common Stock 157,252 ( 3 ) 0 D Options $ 6.45 01/03/2017 D 89,957 04/29/2011 04/29/2020 Common Stock 89,957 ( 3 ) 0 D Options $ 5.19 01/03/2017 D 390,173 07/22/2011 07/22/2020 Common Stock 390,173 ( 3 ) 0 D Options $ 6.51 01/03/2017 D 390,173 10/21/2011 10/21/2020 Common Stock 390,173 ( 3 ) 0 D Options $ 8.47 01/03/2017 D 390,173 02/01/2012 02/01/2021 Common Stock 390,173 ( 3 ) 0 D Options $ 10.19 01/03/2017 D 390,173 04/27/2012 04/28/2021 Common Stock 390,173 ( 3 ) 0 D Options $ 10.08 01/03/2017 D 220,349 07/20/2012 07/21/2021 Common Stock 220,349 ( 3 ) 0 D Options $ 6.77 01/03/2017 D 220,349 10/19/2012 10/20/2021 Common Stock 220,349 ( 3 ) 0 D Options $ 8.22 01/03/2017 D 220,349 01/30/2013 01/31/2022 Common Stock 220,349 ( 3 ) 0 D Options $ 9.64 01/03/2017 D 194,722 04/27/2013 04/28/2022 Common Stock 194,722 ( 3 ) 0 D Options $ 14.47 01/03/2017 D 167,391 04/25/2014 04/25/2023 Common Stock 167,391 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flax Samuel Allan C/O AMERICAN CAPITAL, LTD. 2 BETHESDA METRO CENTER, 14TH FLOOR BETHESDA, MD20814 EVP, GC and Secretary Signatures Samual Allan Flax 01/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2016 (the "Merger Agreement), by and among American Capital, Ltd. (the "Company"), Ares Capital Corporation ("Parent"), Orion Acqusition Sub, Inc., a direct wholly owned subsidiary of Parent ("Acquisition Sub"), and the other parties thereto, upon the effective time of the merger of Acquisition Sub with and into the Company (the "Company Merger"), each issued and outstanding share of the Company's common stock automatically converted into a right to receive $10.13 in cash and 0.483 of a share of Parent common stock (the "Merger Consideration"). ( 2 )Under terms of SEC order authorizing these options, one-third of these options vested on 10/08/2010, one-third vested on 06/11/2011 and one-third vested on 06/11/2012. ( 3 )Pursuant to the Merger Agreement, upon the effective time of the Company Merger, each outstanding option was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the cash portion of the Merger Consideration to reduce the cash delivered to the Reporting Person, and thereafter reduced the number of shares of Parent's common stock delivered to the Reporting Person).

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).

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