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*
Wirth Michael I

(Last) (First) (Middle)
C/O KOHLBERG CAPITAL CORPORATION
295 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10017

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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)
Code V Amount (A) or (D) Price
Common Stock 07/01/2008 A 30,000 A (1) 37,903.06 D
Common Stock 07/01/2008 A 16,708(2) A $0 54,611.06 D
Common Stock 875.95 I By Linda Wirth(3)
Common Stock 139.92 I By Harrison Wirth(4)
Common Stock 139.92 I By Sabrina Wirth(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $15 07/01/2008 D 150,000 (6) 12/11/2016 Common Stock 150,000 (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. Wirth on December 11, 2006. In exchange for cancellation of such option, Mr. Wirth received 30,000 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 third of the restricted stock award will vest on each of the first three anniversaries of the grant date.
2. Represents shares of restricted stock granted to Mr. Wirth under the Company's Amended and Restated 2006 Equity Incentive Plan. One half of the restricted stock award will vest on each of the third and fourth anniversaries of the grant date.
3. Shares owned by Linda Wirth, Mr. Wirth's wife. Mr. Wirth disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Wirth is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.
4. Shares owned by Harrison Wirth, Mr. Wirth's son. Mr. Wirth disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Wirth is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.
5. Shares owned by Sabrina Wirth, Mr. Wirth's daughter. Mr. Wirth disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Wirth is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.
6. The canceled option provided for vesting in four equal annual installments of 25% on each of the first four 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.
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