UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

PROSPECT CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
6.95% Senior Notes due 2022		The New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective General Instruction A.(d), please check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-176637

 

Securities to be registered pursuant to Section 12(b) of the Act: 6.95% Senior Notes due 2022

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.   Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are 6.95% senior notes due November 15, 2022 (the “Notes”) of Prospect Capital Corporation (the “Company”). The description of the Notes contained in the section entitled “Description of the Notes” in the Prospectus Supplement included in the Company’s Registration Statement on Form N-2 (File No. 333-176637), filed with the Securities and Exchange Commission on April 24, 2012 (as amended from time to time, the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2.   Exhibits.

 

a.	Certificate of Incorporation*
b.	By-Laws**

 

*    Incorporated herein by reference to Exhibit 3.1 of the Company’s form 8-K filed on September 7, 2010.

 

**    Incorporated herein by reference to Exhibit 3.1 of the Company’s form 8-K filed on August 26, 2011.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

	PROSPECT CAPITAL CORPORATION
	(Registrant)
Dated: May  17, 2012	By:	/s/ M. Grier Eliasek
		Name:	M. Grier Eliasek
		Title:	Chief Operating Officer

 

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