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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

LACOVARA CHRISTOPHER

(Last)

(First)

(Middle)

C/O KOHLBERG & CO., L.L.C.

111 RADIO CIRCLE

(Street)

MT. KISCO

10549

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kohlberg Capital CORP [ KCAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2008		A		50,000	A	⁽¹⁾	577,134	D
Common Stock								300,000	I	By KKAT Acquisition Company III, LLC⁽²⁾
Common Stock								210,000	I	By KKAT Acquisition Company IV, LLC⁽³⁾
Common Stock								221,333	I	By KKAT Acquisition Company V, LLC⁽⁴⁾
Common Stock								300,000	I	By KKAT Acquisition Company VII, LLC⁽⁵⁾
Common Stock								226,667	I	By KKAT Acquisition Company VIII, LLC⁽⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$15	07/01/2008		D			250,000	⁽⁷⁾	12/11/2016	Common Stock	250,000	⁽¹⁾	0	D

Explanation of Responses:

1. On July 1, 2008, the issuer canceled, pursuant to an option cancellation and restricted stock issuance agreement, an option granted to Mr. Lacovara on December 11, 2006. In exchange for cancellation of such option, Mr. Lacovara received 50,000 shares of restricted stock under the Company's Amended and Restated 2006 Equity Incentive Plan, based upon an exchange ratio of one share of restricted stock for every five shares under the cancelled option. One hundred percent of the restricted stock award will vest on the first anniversary of the grant date.

2. Represents shares owned by KKAT Acquisition Company III, LLC. Certain of these shares may be deemed to be beneficially owned by Mr. Lacovara, who is a member of KKAT Acquisition Company III, LLC. Mr. Lacovara disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

3. Represents shares owned by KKAT Acquisition Company IV, LLC. Certain of these shares may be deemed to be beneficially owned by Mr. Lacovara, who is a member of KKAT Acquisition Company IV, LLC. Mr. Lacovara disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

4. Represents shares owned by KKAT Acquisition Company V, LLC. Certain of these shares may be deemed to be beneficially owned by Mr. Lacovara, who is a member of KKAT Acquisition Company V, LLC. Mr. Lacovara disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. Represents shares owned by KKAT Acquisition Company VII, LLC. Certain of these shares may be deemed to be beneficially owned by Mr. Lacovara, who is a member of KKAT Acquisition Company VII, LLC. Mr. Lacovara disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

6. Represents shares owned by KKAT Acquisition Company VIII, LLC. Certain of these shares may be deemed to be beneficially owned by Mr. Lacovara, who is a member of KKAT Acquisition Company VIII, LLC. Mr. Lacovara disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

7. The canceled option provided for vesting in two equal annual installments of 50% on each of the first two anniversaries of the grant date.

	/s/ Michael I. Wirth	07/02/2008
	** Signature of Reporting Person	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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                                                                      Exhibit 24

                              CONFIRMING STATEMENT

This Statement confirms that the undersigned, Christopher Lacovara, has
authorized and designated Michael I. Wirth to execute and file on the
undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Kohlberg Capital Corporation. The authority of
Michael I. Wirth under this Statement shall continue until the undersigned is no
longer required to file Forms 3, 4, and 5 with regard to his ownership of or
transactions in securities of Kohlberg Capital Corporation, unless earlier
revoked in writing. The undersigned acknowledges that Michael I. Wirth is not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

Date: July 2, 2008

                                        /s/ Christopher Lacovara
                                        ---------------------------------------
                                        Christopher Lacovara