Sec Form 4 Filing - Graff Brian @ AMERICAN CAPITAL, LTD - 2013-12-09

Insider filing report for Changes in Beneficial Ownership
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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
Graff Brian
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)
Senior Vice President
(Last) (First) (Middle)
2 BETHESDA METRO CENTER, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2013
(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 12/09/2013 M 50,000 A $ 4.81 153,853.63 D
Common Stock 12/09/2013 M 50,633 A $ 3.1 153,853.63 D
Common Stock 12/09/2013 S 100,633 D $ 15.1353 ( 1 ) 153,853.63 D
Common Stock 12/11/2013 S 1,310 ( 5 ) D $ 15.0031 152,543.63 D
Common Stock 6,879 I ESOP/401(k) Plan
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 Securiti es
(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 $ 4.81 12/09/2013 M 50,000 ( 2 ) 01/07/2011( 3 ) 01/07/2019 Common Stock 50,000 $ 0 274,775 D
Options $ 3.1 12/09/2013 M 50,633 07/22/2011( 4 ) 07/22/2019 Common Stock 50,633 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graff Brian
2 BETHESDA METRO CENTER
14TH FLOOR
BETHESDA, MD20814
Senior Vice President
Signatures
/s/ Samuel A. Flax, as attorney-in-fact for Brian Graff 12/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Price reflects weighted average sales price; actual sale prices ranged from $15.11 to $.15.16. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, information regarding the number of shares sold at each separate price.
( 2 )On June 11, 2009, the company declared a stock dividend payable to all holders of record of common stock on June 22, 2009. Pursuant to the anti-dilution provisions of the Company's stock option plan, an option for 250,000 shares of common stock with an exercise price of $6.24 held by the reporting person on June 22, 2009 became exercisable for 324,775 shares of common stock with an exercise price of $4.81.
( 3 )The option vests in three equal installments beginning on January 7, 2010.
( 4 )The option vests in three equal installments beginning on July 22, 2010.
( 5 )Sales made pursuant to a previously established Rule 10b5-1 Plan.

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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