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*
ERICKSON JOHN R
(Last) (First) (Middle)
C/O AMERICAN CAPITAL, LTD.
2 BETHESDA METRO CENTER, 14TH FLOOR
(Street)
BETHESDA MD 20814
(City) (State) (Zip)
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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017
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 01/03/2017 D 268,181.35 D (1) 0 D
Common Stock 01/03/2017 D 242,155 D (1) 0 I By Family Trust
Common Stock 01/03/2017 D 197,700 D (1) 0 I By Family Trust
Common Stock 01/03/2017 D 10,279 D (1) 0 I ESOP
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
Options $16.71 01/03/2017 D 64,180 07/24/2009(2) 07/24/2018 Common Stock 64,180 (3) 0 D
Options $16.71 01/03/2017 D 256,713 07/24/2009(2) 07/24/2018 Common Stock 256,713 (3) 0 D
Options $4.81 01/03/2017 D 422,207 01/07/2010(2) 01/07/2019 Common Stock 422,207 (3) 0 D
Options $6.45 01/03/2017 D 106,315 04/29/2011 04/29/2020 Common Stock 106,315 (3) 0 D
Options $5.19 01/03/2017 D 461,123 07/22/2011 07/22/2020 Common Stock 461,123 (3) 0 D
Options $6.51 01/03/2017 D 461,123 10/21/2011 10/21/2020 Common Stock 461,123 (3) 0 D
Options $8.47 01/03/2017 D 170,634 02/01/2012 02/01/2021 Common Stock 170,634 (3) 0 D
Options $8.47 01/03/2017 D 290,489 02/01/2012 02/01/2021 Common Stock 290,489 (3) 0 D
Options $10.19 01/03/2017 D 461,123 04/27/2012 04/28/2021 Common Stock 461,123 (3) 0 D
Options $10.08 01/03/2017 D 260,418 07/20/2012 07/20/2021 Common Stock 260,418 (3) 0 D
Options $6.77 01/03/2017 D 260,418 10/19/2012 10/20/2021 Common Stock 260,418 (3) 0 D
Options $8.22 01/03/2017 D 260,418 01/30/2013 01/31/2022 Common Stock 260,418 (3) 0 D
Options $9.64 01/03/2017 D 230,131 04/27/2013 04/28/2022 Common Stock 230,131 (3) 0 D
Options $14.47 01/03/2017 D 197,830 04/25/2014 04/25/2023 Common Stock 197,830 (3) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2016 (the "Merger Agreement), by and among American Capital, Ltd. (the "Company"), Ares Capital Corporation ("Parent"), Orion Acqusition Sub, Inc., a direct wholly owned subsidiary of Parent ("Acquisition Sub"), and the other parties thereto, upon the effective time of the merger of Acquisition Sub with and into the Company (the "Company Merger"), each issued and outstanding share of the Company's common stock automatically converted into a right to receive $10.13 in cash and 0.483 of a share of Parent common stock (the "Merger Consideration").
2. Under terms of SEC order authorizing these options, one-third of these options vested on 10/08/2010, one-third vested on 06/11/2011 and one-third vested on 06/11/2012.
3. Pursuant to the Merger Agreement, upon the effective time of the Company Merger, each outstanding option was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the cash portion of the Merger Consideration to reduce the cash delivered to the Reporting Person, and thereafter reduced the number of shares of Parent's common stock delivered to the Reporting Person).
Remarks:
CFO and President, Structured Finance
John R. Erickson 01/04/2017
** 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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