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^*

Singhal Nik

(Last)

(First)

(Middle)

C/O TENNENBAUM CAPITAL PARTNERS, LLC

2951 28TH STREET, SUITE 1000

(Street)

SANTA MONICA

90405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackRock TCP Capital Corp. [ TCPC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2024

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	03/18/2024		A⁽¹⁾		28,723	A	⁽²⁾	28,723	D
Common Stock	03/18/2024		A⁽¹⁾		2,769	A	⁽²⁾	2,769	I	By spouse

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)
Phantom Shares	⁽³⁾⁽⁴⁾	03/18/2024		A⁽¹⁾		2,922.76		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	2,922.76	⁽⁵⁾	9,995	D
Phantom Shares	⁽³⁾⁽⁶⁾	03/18/2024		A⁽¹⁾		6,853.18		⁽³⁾⁽⁶⁾	⁽³⁾⁽⁶⁾	Common Stock	6,853.18	⁽⁵⁾	9,995	D

Explanation of Responses:

1. Reflects securities acquired pursuant to the terms of a certain Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024 ("Merger Agreement"), entered into by and among Blackrock TCP Capital Corp. ("TCPC"), BlackRock Capital Investment Corporation (the "BCIC"), BCIC Merger Sub, LLC, an indirect wholly-owned subsidiary of TCPC ("Merger Sub"), and, solely for limited purposes, BlackRock Capital Investment Advisors, LLC ("BCIA") and Tennenbaum Capital Partners, LLC, a wholly-owned subsidiary of BCIA. On March 18, 2024, in accordance with the Merger Agreement, BCIC merged with and into Merger Sub, with Merger Sub surviving as an indirect wholly-owned subsidiary of TCPC (the "Merger").

2. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of BCIC common stock (other than certain excluded shares) automatically converted into the right to receive 0.3834 validly issued, fully-paid and nonassessable shares of TCPC common stock.

3. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.

4. These phantom shares are payable in cash on vesting, which occurs on January 31, 2025.

5. In connection with the Merger, each BCIC phantom share converted into 0.3651 TCPC phantom shares on substantially the same terms and conditions applicable to such BCIC awards.

6. These phantom shares are payable in cash on vesting, which occurs in three equal installments beginning on January 31, 2025.

	/s/ Laurence Paredes as Attorney-in-Fact	03/20/2024
	** 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).
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