SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* BROYHILL MARKHAM HUNT (Last) (First) (Middle) C/O CAPITALA FINANCE CORP. 4201 CONGRESS STREET, SUITE 360 (Street) CHARLOTTE NC 28209 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Capitala Finance Corp. [ CPTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2016
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	06/22/2015		P4	500	A	$16.272	78,538(1)	D
Common Stock	06/22/2015		P4	232	A	$16.29	232	I	via Spouse
Common Stock	06/22/2015		P4	68	A	$16.37	300	I	via Spouse
Common Stock	06/24/2015		P4	6,000	A	$16.1782	19,580	I	via Broyhill Family Foundation Inc.
Common Stock	06/24/2015		P4	2,000	A	$16.1782	2,000	I	via Broyhill Memorial Park Inc.
Common Stock	05/16/2014		P4	824	A	$18.1914	824	I	via Paul H. Broyhill II Irrevocable Trust
Common Stock							37,764(1)	I	via Broyhill Investments, Inc.
Common Stock							78,455	I	via BMC Fund, Inc.
Common Stock							134,857	I	via Claron Investments, LP
Common Stock							6,993	I	via Hibriten Investments of N.C. Limited Partnership

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Awards	(2)(3)						(2)(3)	(2)(3)	Common Stock, par value $0.01 per share	37,357(1)(2)		37,357	D

Explanation of Responses:

1. In a Form 4 filed on December 1, 2014, Mr. Broyhill inadvertently reported an indirect purchase of 1,000 shares of Capitala Finance Corp.'s (the "Issuer") common stock by Broyhill Investments, Inc. on November 26, 2014. This purchase should have been reported as a direct purchase by Mr. Broyhill, which is reflected in this Form 5.

2. As of the date of this report, Mr. Broyhill holds unvested Awards with respect to 37,357 shares of the Issuer's common stock held by Capitala Restricted Shares I, LLC ("CRS"), which is controlled by Joseph B. Alala, III and is an affiliate of Capitala Investment Advisors, LLC, pursuant to CRS's Amended and Restated 2015 Equity Compensation Plan, dated September 18, 2015 (the "Plan"). The Plan was previously approved by the Issuer's Board of Directors. Unvested Awards under the Plan are scheduled to vest as follows: approximately 43% on September 25, 2017 and approximately 57% on September 25, 2018. Upon settlement, the unvested Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.

3. Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. avail. Oct. 8, 2015), an employee benefit plans sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered investment company or business development company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

	/s/ Richard G. Wheelahan, III, attorney-in-fact	02/10/2017
	** Signature of Reporting Person	Date
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