UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549










FORM 10-K/A



(Amendment No. 1)










xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



​For the fiscal year ended December 31,
2017

OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

COMMISSION FILE NUMBER: 814-01064








​ALCENTRA
CAPITAL CORPORATION

(Exact name of registrant as specified
in its charter)












|​ | Maryland(State of Incorporation)                                               |  |  | 46-2961489(I.R.S. EmployerIdentification Number) | 
|- | ------------------------------------------------------------------------------ |  |  | ------------------------------------------------ | 
|  |                                                                                |  |  |                                                  | 
|  | 200 Park Avenue, 7th FloorNew York, NY(Address of principal executive offices) |  |  | 10166(Zip Code)                                  | 



Registrant’s telephone number,
including area code: (212) 922-8240










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



| | Title of Each Class                      |  |  | Name of Each Exchange on Which Registered | 
| | ---------------------------------------- |  |  | ----------------------------------------- | 
| | Common Stock, par value $0.001 per share |  |  | The NASDAQ Global Select Market           | 



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












Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈
No x



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒
No ☐



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes ☐
No ☐



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definitions of  “accelerated filer,” “large accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer   ̈                    |  |  | Accelerated filer  x         | 
|--------------------------------------------- |  |  | ---------------------------- | 
|Non-accelerated filer   ̈                      |  |  | Smaller reporting company   ̈ | 
|(Do not check if a smaller reporting Company) |  |  | Emerging growth company  x   | 



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈ No x



The aggregate market value of the Registrant’s
common stock held by non-affiliates of the Registrant as of June 30, 2017 was approximately $193,592,540 based upon the last
sale price for the Registrant’s common stock on that date.



There were 13,786,181 shares of the Registrant’s common
stock outstanding as of April 27, 2018.



Documents Incorporated by Reference

Not applicable.


















ALCENTRA CAPITAL CORPORATION



FORM 10-K/A FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2017



Explanatory Note



On March 14, 2018, Alcentra Capital Corporation
(the “Company,” “we,” “our” or “us”) filed its Annual Report on Form 10-K for the
fiscal year ended December 31, 2017 (the “Original Report”). This Amendment No. 1 (the “Form 10-K/A”) amends
Part III, Items 10 through 14, of the Original Report to include information previously omitted from the Original Report in reliance
on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference
certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement
is filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of the fiscal year. We will
not file a definitive proxy statement with the SEC within 120 days of the end of our fiscal year ended December 31, 2017. Accordingly,
Part III of the Original Report is hereby amended to add the information set forth below. Terms previously defined in the Original
Report have the same meanings in this Form 10-K/A.



In addition, as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s principal
executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV. The certifications
are filed with this Form 10-K/A as Exhibits 31.1 and 31.2. Because no financial statements are included in this Form 10-K/A and
this Form 10-K/A does not contain or amend any disclosures with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4
and 5 of the certifications have been omitted. This Form 10-K/A does not include the certifications under Section 906 of the Sarbanes-Oxley
Act of 2002 because no financial statements are included in this Form 10-K/A.



Except as described above, no other changes
have been made to the Original Report. Other than the information specifically amended and restated herein, this Form 10-K/A does
not reflect events occurring after March 14, 2018, the date of the Original Report, or modify or update those disclosures that
may have been affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our Original Report
and our other filings made with the SEC subsequent to the filing of the Original Report.













Table of Contents



|                                                                                                        | Page
|------------------------------------------------------------------------------------------------------- | ----
|PART III                                                                                                |     
|                                                                                                        |     
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 1   
|                                                                                                        |     
|ITEM 11. EXECUTIVE COMPENSATION                                                                         | 12  
|                                                                                                        |     
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 12  
|                                                                                                        |     
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 14  
|                                                                                                        |     
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         | 15  
|                                                                                                        |     
|PART IV                                                                                                 |     
|                                                                                                        |     
|ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     | 16  
|                                                                                                        |     
|SIGNATURES                                                                                              | 17  



i









PART III



Item 10.   Directors, Executive Officers
and Corporate Governance



Director and Executive Officer Information



Certain information with respect to the
directors of the Company is set forth below, including their names, ages, a brief description of their recent business experience,
including present occupations and employment, certain directorships that each person holds, and the year in which each person became
a director.





For purposes of this presentation, our directors
have been divided into two groups – independent directors and interested directors. Interested directors are “interested
persons” as defined in the Investment Company Act of 1940 (the “1940 Act”). David Scopelliti and Paul Hatfield
are interested directors of the Company because they are officers of the Company and/or Alcentra NY LLC, our investment adviser
(“Alcentra NY” or the “Adviser”). Steven H. Reiff is an interested director of the Company because he
owns shares of restricted stock and options to purchase common stock in The Bank of New York Mellon Corporation, the ultimate parent
company to Alcentra NY, that he received when he was an employee of BNY Mellon.



Directors



|Name                 |  | Age |  | Position(s)Held withCompany                     |  | Principal Occupation(s)During Past 5 Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | OtherDirectorshipsHeld DuringPast 5 Years |  | DirectorSince |  | TermExpires
|-------------------- |  | --- |  | ----------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------- |  | -----------
|Interested Directors |  |     |  |                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                           |  |               |  |            
|                     |  |     |  |                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                           |  |               |  |            
|David Scopelliti     |  | 53  |  | President, Chief Executive Officer and Director |  | President and Chief Executive Officer of the Company since
    June     2017; Executive Vice President of the Company from March 2017 through June 2017 and Senior Vice President of
     the Company from March     2015 through March 2017; Managing Director of Alcentra NY LLC, the Company’s investment
    adviser     (“Alcentra NY”) since     March 2017     and Senior Vice     President     of Alcentra NY from July
    2014     through March 2017; Principal of     GarMark     Advisors II,     LLC, a private     investment firm, from     June
    2007 to     June     2014                                                                                    |  | None                                      |  | 2017          |  | 2018       
|                     |  |     |  |                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                           |  |               |  |            
|Paul Hatfield        |  | 57  |  | Chairman of the Board                           |  | Global Chief Investment Officer of Alcentra NY and Alcentra Ltd. since 2014; Chief Investment Officer of Alcentra NY from 2008 through March 2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | None                                      |  | 2013          |  | 2019       
|                     |  |     |  |                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                           |  |               |  |            
|Steven H. Reiff      |  | 65  |  | Director                                        |  | President of Steven H. Reiff LLC and SHReiff LLC, both family partnerships, since March 2018; President of Beechmax, Inc.,
the general partner of Comax Partners, and CEO of Comax Partners Limited Partnership, a family limited partnership, from 2014
to 2017; Secretary, Donahue Family Foundation, a family charitable foundation, since 2014; National Director of Investment
Advisory, Analytics and Solutions for BNY Mellon Private Wealth Management from 1999 to 2014; Chief Investment Officer of
Lockwood Advisors, Inc. a registered investment advisor and wholly owned subsidiary of BNY Mellon with over $5 billion in
assets under management, from 2011 to 2013 |  | None                                      |  | 2017          |  | 2020       



1









|Name                  |  | Age |  | Position(s)Held with Company |  | Principal Occupation(s)During Past 5 Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | OtherDirectorshipsHeld DuringPast 5 Years                                                                                                                                                                |  | DirectorSince |  | TermExpires
|--------------------- |  | --- |  | ---------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | -----------
|Independent Directors |  |     |  |                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                          |  |               |  |            
|                      |  |     |  |                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                          |  |               |  |            
|T. Ulrich Brechbühl   |  | 54  |  | Director                     |  | Executive Chairman of Avadyne Health, a San Diego-based
    leading provider of outsourced revenue cycle services to the domestic US healthcare provider market,
    since April 2016; President of Appenzeller Point LLC, a family investment management business, since December 2013; Executive
    Vice President of Emdeon, a provider of revenue and payment cycle management in the healthcare industry, from 2012 through
    2014; Chief Executive Officer of Chamberlin Edmonds and Associates Inc., a subsidiary of Emdeon, from 2004 through 2014                        |  | None                                                                                                                                                                                                     |  | 2014          |  | 2018       
|                      |  |     |  |                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                          |  |               |  |            
|Edward Grebow         |  | 68  |  | Director                     |  | Managing Director of Lakewood Advisors, LLC, a financial consultancy firm, since April 2018; Managing Director of TriArtisan Capital Advisors LLC, an investment and merchant bank, since November 2013; President and Chief Executive Officer of Amalgamated Bank, a commercial bank, from April 2011 to November 2013; Managing Director of J.C. Flowers & Co. LLC, a private equity firm with a focus on financial services companies, from 2007 to March 2011; Director of Saddle River Valley Bank, from 2010 to 2011; and Director of Flowers National Bank, from 2008 to 2011 |  | Director and Chairman of the audit committee of the board of directors of Diamond Offshore Drilling, Inc. (NYSE: DO), since July 2008; Director of Xenith Bankshares (NASDAQ: XBKS) since September 2016 |  | 2016          |  | 2018       





2







|Name                |  | Age |  | Position(s)Held with Company |  | Principal Occupation(s)During Past 5 Years                                                                                                                                                                                                                                                                                                                                                                           |  | OtherDirectorshipsHeld DuringPast 5 Years |  | DirectorSince |  | TermExpires
|------------------- |  | --- |  | ---------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------- |  | -----------
|Douglas J. Greenlaw |  | 73  |  | Director                     |  | Chief Executive Officer of Greenlaw Investments, Inc., a private equity company, since 1998; Chairman of Community Journals, LLC, a community newspaper, since 1999; Chief Executive Officer of OneMinuteNews.com, an internet news company, since 2010; Chairman and Chief Executive Officer of Greenlaw-Marshall Communications, a company that operates small market television companies, from 2005 through 2014 |  | None                                      |  | 2014          |  | 2019       

The business address of the nominee and
the director listed above is c/o Alcentra Capital Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166.


3










Executive Officers Who Are Not Directors



Information regarding our executive officers
who are not directors is as follows:





|Name            |  | Age |  | Position(s)Held withCompany                                               |  | Principal Occupation(s)During Past 5 Years                                                                                                                                                                                                                                                                                                                                                         
|--------------- |  | --- |  | ------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Steven Levinson |  | 52  |  | Chief Compliance Officer                                                  |  | Chief Compliance Officer of the Company since 2014; Chief
    Compliance     Officer of Alcentra NY since 2011; Director of Compliance of Stone Tower Capital, an alternative credit
    manager, from 2008 to     2011                                                                                                                                                                            
|                |  |     |  |                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|Ellida McMillan |  | 50  |  | Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary |  | Chief Financial Officer and Chief Operating Officer of the Company since April 2017; Treasurer and Secretary of the Company since November 2013; Chief Accounting Officer of the Company from November 2013 through April 2017; Consultant with Tatum US, a financial and technology consulting and advisory firm, from November 2013 to March 2014; owner of McMillan Consulting from 2007 to 2012
|                |  |     |  |                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|Branko Krmpotic |  | 60  |  | Executive Vice President                                                  |  | Executive Vice President of the Company since April 2017; Managing Director of Alcentra NY from March 2017 through September 2014; Senior Vice President of the Company from September 2014 through March 2017; Senior Analyst at Raven Asset Management, a credit hedge fund from 2007 through 2010                                                                                               





The business address of the nominee and
the director listed above is c/o Alcentra Capital Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166.



4







Biographical Information



The Board considers whether each of the
directors is qualified to serve as a director, based on a review of the experience, qualifications, attributes and skills of each
director, including those described below. The Board also considers whether each director has significant experience in the investment
or financial services industries and has held management, board or oversight positions in other companies and organizations. For
the purposes of this presentation, our directors have been divided into two groups — independent directors and
interested directors. Interested directors are “interested persons” as defined in the 1940 Act. Messrs.
Scopelliti and Hatfield are interested directors of the Company because they are officers of the Company and/or the Adviser. Mr.
Reiff is an interested directors of the Company because he owns shares of restricted stock and options to purchase common stock
in The Bank of New York Mellon Corporation, the ultimate parent company to Alcentra NY.



Independent Directors



T.
Ulrich Brechbühl.  Mr. Brechbühl has served as the executive chairman of Avadyne Health, a San
Diego-based leading provider of outsourced revenue cycle services to the domestic US healthcare provider market, since
2016. He has also served as a member of the Board of Trustees of Stira Alcentra Global Credit Fund, a management
investment company which is sub-advised by the Adviser and provides customized financing solutions to middle-market
companies, since March 2017. He has also served as the President of Appenzeller Point LLC, a family investment management
business,  since December 2013. Mr. Brechbühl previously served as both the Executive
Vice President for Emdeon’s provider business as well as the Chief Executive Officer of Chamberlin Edmonds and
Associates Inc. (CEA), an Emdeon Company. Mr. Brechbühl joined CEA in 2004 as the company’s COO. Shortly
thereafter he became the President and Chief Executive Officer of CEA and was appointed to the board. In 2010 he joined the
Emdeon executive team upon the sale of CEA to Emdeon. Prior to joining CEA, Mr. Brechbühl served as a director and as
the Chief Executive Officer and Chief Financial Officer of MigraTEC, Inc., a publicly traded software business. He joined
MigraTEC in 2000 as the Chief Financial Officer and was soon elected to the board and promoted to Chief Executive Officer,
serving in those capacities until the end of 2003. From 1998 to 2000, Mr. Brechbühl was a founder and the Chief
Financial Officer of Thayer Aerospace, a provider of structural components to the aerospace and defense industries. Mr.
Brechbühl previously served as a Manager of Bain & Company from 1994 to 1998, during which time he led teams in a
variety of assignments in high tech, aerospace and defense, and construction. Mr. Brechbühl is a graduate with
distinction from the United States Military Academy at West Point and received an M.B.A. from Harvard Business School.



We believe Mr. Brechbühl’s extensive
finance and corporate leadership experience bring important and valuable skills to the Board.





Edward Grebow.  Mr.
Grebow currently serves as a Managing Director of Lakewood Advisors, LLC, a financial consultancy firm. From November 2013 through
March 2018, Mr. Grebow served as a Managing Member of TriArtisan Capital Advisors, an investment and merchant bank. Mr. Grebow
has served as a director and chairman of the audit committee of the board of directors of Diamond Offshore Drilling, Inc. (NYSE:
DO) since July 2008. Mr. Grebow also served as a Director of Xenith Bankshares (NASDAQ: XBKS) from September 2016 to December 2017.
He served as President and Chief Executive Officer of Amalgamated Bank, a commercial bank, from April 2011 to November 2013. Mr.
Grebow also served as managing director of J.C. Flowers & Co. LLC, a private equity firm with a focus on financial services
companies, from 2007 to March 2011, a director of Saddle River Valley Bank from 2010 to 2011 and a director of Flowers National
Bank from 2008 to 2011. Mr. Grebow served as President of ULLICO Inc., an insurance and financial services firm, from 2003 to 2006.
Mr. Grebow also serves as a Director of College Avenue Student Loans, a private student loan company.



We believe Mr. Grebow’s broad experience
in commercial and investment banking, private equity, insurance and financial services enables him to provide the Board valuable
insight and the benefit of his extensive knowledge of and background in financial services, investment and management.



Douglas J. Greenlaw.  Mr.
Greenlaw currently serves as Chief Executive Officer of Greenlaw Investments, Inc., a private equity company, and has since 1998.
In addition, Mr. Greenlaw currently serves as Chairman of Community Journals, LLC, a community newspaper, and has since 1999.
Mr. Greenlaw previously served as the Chairman and Chief Executive Officer of Greenlaw-Marshall Communications, a company that
operates small market television companies utilizing digital spectrum and the internet to enhance profitability, from 2007 to
2014. Mr. Greenlaw also previously served as the Chief Executive Officer and a Director of Switchboard, Inc. from 1999 until 2004,
during which time he led the company’s post-IPO turn-around during the tech crash and eventual sale to InfoSpace. From 1994
until 1997, Mr. Greenlaw served as President and Chief Operating Officer of Multimedia, Inc., during which time he led all divisions
of the public broadcast, print, cable, and entertainment media company. Mr. Greenlaw also served as Chief Executive Officer of
the Venture Division of Whittle Communications from 1991 until 1994 and also previously served as President of Advertising and
Marketing at MTV Network from 1986 until 1991. Mr. Greenlaw received a B.S. from Indiana University, and is a former U.S. Army
Company Commander, receiving two Purple Hearts, One Silver Star and 2 Bronze Stars for valor in combat in Vietnam.



5
 
  We believe that Mr. Greenlaw’s depth
of experience in corporate managerial positions brings important and valuable skills to the Board.


Interested Directors  Paul Hatfield.Mr.
Hatfield presently serves as Global Chief Investment Officer of Alcentra NY and Alcentra Ltd. and previously served as President
and Chief Investment Officer of Alcentra NY from July 2008 through 2014. From 2003 until July 2008 Mr. Hatfield was the senior
portfolio manager for European CLOs at Alcentra Ltd. From April 2002 to March 2003, Mr. Hatfield was a senior analyst for the CDO
operations of Intermediate Capital Group, where he covered building products and construction, aerospace and consumer credits.
Between 1995 and 2001, Mr. Hatfield worked at Deutsche Bank in London for the Leveraged Finance Group. In 1998, while at Deutsche
Bank, Mr. Hatfield worked in New York where he supervised Leveraged Finance and the telecom division. Before joining Deutsche Bank,
Mr. Hatfield originated a portfolio of mezzanine and development capital loans at FennoScandia Bank. He originally trained as a
chartered accountant in the audit division of Arthur Andersen. Mr. Hatfield received a B.A. (Honors) in Economics from Cambridge
University.  We believe Mr. Hatfield’s extensive
experience in leveraged finance and as a portfolio manager for funds managed by Alcentra Ltd., bring important and valuable skills
to the Board.  Steven H.
                                Reiff.   Mr. Reiff has served as President of Steven H. Reiff LLC and SHReiff LLC, both family
                                partnerships, since March 2018, and as Secretary of Donahue Family Foundation, a family charitable foundation, since 2014.
                                From 2014 through 2017, he served as President of Beechmax, Inc. and CEO of Comax Partners Limited Partnership, a family
                                limited partnership. Mr. Reiff was previously the National Director of Investment Advisory, Analytics and Solutions
                                for BNY Mellon Private Wealth Management. In this role, he oversaw design of the investment architecture, product strategy,
                                product development and investment advisory functions of the organization. Mr. Reiff served on the majority of the
                                investment                                 committees which were responsible for strategy, asset allocation and investment
                                solutions for all clients. From 2011 through 2013, he served as Chief Investment Officer of Lockwood Advisors, Inc., a
                                registered investment advisor and wholly owned subsidiary of BNY Mellon with over $5 billion in assets under management.
                                Before joining BNY                                 Mellon, Mr. Reiff was a managing partner of
                                Bank One’s Investor Advisors’ Wealth Management business. Earlier in                                 his career,
                                he assisted clients in their investments in alternative strategies and alternative asset classes including
                                venture capital and hedge funds at Glenwood Partners. Prior to that, Mr. Reiff served in the middle market banking group at
                                the First National Bank of Chicago, in lending, capital markets, and private placements of debt and equity. Mr.
                                Reiff’s                                 other banking experience includes three years of international banking based
                                in                                 Europe. Prior to his career in banking,                                 Steven held
                                positions in strategic planning and sales                                 management in the information services business of
                                IBM and Control Data                                 Corporation.  We believe Mr. Reiff’s strategy,
development and advisory experiences enables him to provide the Board with valuable insight and skills.
   David
Scopelliti.  Mr. Scopelliti has served as our Chief Executive Officer and President since June 2017. Mr.
Scopelliti previously served as our Executive Vice President from March 2017 through June 2017and served as our Senior Vice
President from March 2015 through March 2017. Mr. Scopelliti has also served as Managing Director of the Company and Senior
Vice President of the Adviser since July 2014. Since 2004, Mr. Scopelliti has served as an independent director of Student
Transportation Inc. (Nasdaq: STB), where he was Chairman of the Compensation Committee and a member of the Corporate
Governance and Audit Committees. Mr. Scopelliti was instrumental in working with management to implement a number of
environmental, social, and governance strategies from alternative fuels to growing the diversity of the board and
implementing best practices on executive compensation in consultation with Institutional Shareholder Services. Prior to
joining the Company, Mr. Scopelliti was a Principal at GarMark where he focused on investing private debt and private
equity in middle market companies and prior to that served as the Managing Director with Pacific Corporate Group, an
alternative asset investment and consulting firm, responsible for discretionary and non-discretionary private investment
programs for corporate and governmental pension plans. Prior to that, Mr. Scopelliti was appointed by the Connecticut State
Treasurer as Head of Private Equity for the Connecticut Retirement Plans and Trust Funds. In that role, he was responsible
for restructuring, restarting and managing its $4 billion global private equity program as well as serving as Vice Chairman
for the Institutional Limited Partners Association. He was also previously head of ING Capital’s Merchant Banking Group
in New York investing debt and equity capital into middle-market companies for acquisitions, growth and recapitalizations
with a focus on transportation, homeland security, consumer and environmental services. Mr. Scopelliti sits on a number of
private company boards as either a director or observer. Mr. Scopelliti received a B.B.A. from Pace
University — Lubin School of Business and is a member of the National Association of Corporate Directors.  6


We believe Mr. Scopelliti’s leveraged
finance experience, especially in connection with funds managed by the Adviser, bring important and valuable skills to the Board.  Executive Officers Who Are Not Directors  Steven Levinson.  Mr.
Levinson has served as our Chief Compliance Officer since March 2014. Mr. Levinson has served as Chief Compliance Officer for Alcentra
NY since October 2011. Prior to joining Alcentra NY, Mr. Levinson served as Director of Compliance at Stone Tower Capital from
May 2008 to October 2011. From March 2003 to December 2006, Mr. Levinson was the Chief Audit Executive at IDT Corporation. He began
his career at Price Waterhouse and spent fourteen years in the Internal Audit departments of major financial institutions. Mr.
Levinson received a B.A. in Accounting and Economics from Queens College of the City University of New York and an M.B.A. with
a concentration in Financial Management from Pace University.  Ellida McMillan.  Ms.
McMillan has served as our Chief Financial Officer, Treasurer and Secretary since November 2013. Prior to joining the Company, Ms.
McMillan served as a CPA/Partner consultant with Tatum US, a financial and technology consulting and advisory firm. Prior to joining
Tatum US, from January 2007 through March 2012, Ms. McMillan owned McMillan Consulting, which provided management and financial
consulting for small to medium sized businesses, including advising on accounting, financial reporting and analysis, and other
financial matters. Previously, Ms. McMillan was a corporate controller at KBC Financial Holdings, a subsidiary of KBC Financial
Products UK Ltd, which engaged in the sales, structuring and risk management of equity linked and equity derivatives instruments,
from 2000 until 2004. Prior to KBC, Ellida was an associated director of Fixed Income Derivatives at Bear Stearns & Co. from
1999 until 2000. Ellida began her career as an auditor at Arthur Andersen in the financial service sector. Ms. McMillan holds a
B.S. from Fairfield University and is a licensed CPA.  Branko
Krmpotic.  Mr. Krmpotic has served as our Executive Vice President since April 2017, as Managing Director
of Alcentra NY since March 2017 and as Senior Vice President of Alcentra NY since September 2014. Prior to joining the Company, Mr.
Krmpotic was a senior analyst at Raven Asset Management, a credit hedge fund focused on a wide variety of credit investments.
Prior to Raven, he structured private investments and loans at GSO Capital Partners (now owned by Blackstone) and before that
at Technology Investment Capital Corp. (NASDAQ:TICC). Mr. Krmpotic serves as a Director of FST, Battery Solutions and XGS.
Mr. Krmpotic received a B.S in International Business and Management from New York University and an M.B.A. from Baruch
College.  Board Leadership Structure  The Board has designated a
lead director whose duties include, among other things, chairing executive sessions of the independent directors, acting as
a liaison between the independent directors and the Company’s management, facilitating communication among
the independent directors and the Company's counsel, reviewing and commenting on Board and committee meeting agendas and
calling additional meetings of the independent directors as appropriate. Mr. Reiff currently serves as our lead director.
Although Mr. Reiff is deemed to be an interested director of the Company due his ownership of restricted stock and options to
purchase common stock in BNY Mellon, the ultimate parent company of our Adviser, the independent directors have determined
that this ownership interest does not impair his ability to act as a lead director and carry out the responsibilities thereof.  Our corporate governance practices
include regular meetings of the independent directors in executive session without the presence of management, the
establishment of an audit committee, a compensation committee, a valuation committee and a nominating and corporate
governance committee, each of which, other than the valuation committee, is comprised solely of independent directors, and
the appointment of a Chief Compliance Officer, with whom the independent directors meet without the presence of interested
directors and other members of management, for administering our compliance policies and procedures.  7
 
  The Board believes that its leadership
structure is appropriate in light of our characteristics and circumstances because the structure allocates areas of responsibility
among the individual directors and the committees in a manner that affords effective oversight. Specifically, the Board believes
that the relationship of Mr. Hatfield with the Adviser provides an effective bridge between the Board and management, and encourages
an open dialogue between management and the Board, ensuring that these groups act with a common purpose. The Board also believes
that its small size creates a highly efficient governance structure that provides ample opportunity for direct communication and
interaction between our management, the Adviser and the Board.


Board’s Role in Risk Oversight  Oversight of our investment activities
extends to oversight of the risk management processes employed by the Adviser as part of its day-to-day management of our investment
activities. The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the
year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk
management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated
with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note,
however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely
affect the value of investments.  Corporate Governance


Committees of the Board  The Board met 7 times during the fiscal
year 2017, each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee met 4 times during
the fiscal year 2017, and the Valuation Committee met 2 times during the fiscal year 2017. Each director attended at least 75%
of the total number of meetings of the Board and the committees on which the director served that were held while the director
was a member. We require each director to make a diligent effort to attend all board and committee meetings as well as each annual
meeting of our stockholders. All of our directors attended our 2017 annual meeting of stockholders. The Board has established an
audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating
and corporate governance committee (the “Nominating and Corporate Governance Committee”), and a Valuation Committee
(the “Valuation Committee”) and may establish additional committees from time to time as necessary. The scope of the
responsibilities assigned to each of these committees is discussed in greater detail below.  Audit Committee  The members of the Audit Committee
are Messrs. Brechbühl, Grebow and Greenlaw, each of whom meets the independence standards established by the
SEC and the Nasdaq Listing Rules and is independent for purposes of the 1940 Act. Mr. Grebow serves as chairman of the Audit
Committee. The Board has determined that each of Messrs. Brechbühl and Grebow is an “audit committee financial
expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Audit Committee is
responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of
the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of
our independent accountants and reviewing the adequacy of our internal accounting controls. The Audit Committee met 4 times
during the 2017 fiscal year.  8
 
  Valuation Committee  The members of the
Valuation Committee are Messrs. Brechbühl, Grebow, Reiff and Greenlaw, each of whom, other than Mr. Reiff, meets the
independence standards established by the SEC and the Nasdaq Listing Rules and is independent for purposes of the 1940 Act.
Mr.    Reiff serves as chairman of the Valuation Committee. Although Mr. Reiff is deemed to be an interested director of the Company due his ownership of restricted stock and options
to purchase common stock in BNY Mellon, the ultimate parent company of our Adviser, the independent directors have determined
that this ownership interest does not impair his ability to act as the chair of the Valuation Committee and carry out the
responsibilities thereof. The Valuation Committee is responsible for aiding our board of
directors in fair value pricing debt and equity securities that are not publicly traded or for which current market values
are not readily available. The Board and the Valuation Committee utilize the services of an independent valuation firm to
help them determine the fair value of these securities. The Valuation Committee met 2 times during the 2017 fiscal year.  Compensation Committee  The members of the Compensation
Committee are Messrs. Brechbühl, Grebow and Greenlaw, each of whom is independent for purposes of the 1940 Act
and the Nasdaq Listing Rules. Mr. Brechbühl serves as chairman of the Compensation Committee. The Compensation Committee
is responsible for overseeing our compensation policies generally and making recommendations to the Board with respect to our
incentive compensation and equity-based plans that are subject to board approval, evaluating executive officer performance,
overseeing and setting compensation for our directors and, as applicable, our executive officers and, as applicable,
preparing the report on executive officer compensation that SEC rules require to be included in our annual proxy statement.
Currently, none of our executive officers is compensated by us and as such the Compensation Committee is not required to
produce a report on executive officer compensation for inclusion in our annual proxy statement.  The Compensation Committee has the sole
authority to retain and terminate any compensation consultant assisting the Compensation Committee, including sole authority to
approve all such compensation consultants’ fees and other retention terms. The Compensation Committee may delegate its authority
to subcommittees or the chairman of the compensation committee when it deems appropriate and in our best interests. The Compensation
Committee met 4 times during the 2017 fiscal year.


Nominating and Corporate Governance Committee  The members of the Nominating and
Corporate Governance Committee are Messrs. Brechbühl, Grebow and Greenlaw, each of whom is independent for
purposes of the 1940 Act and the Nasdaq Listing Rules. Mr. Greenlaw serves as chairman of the Nominating and Corporate
Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting, researching and
nominating directors for election by our stockholders, selecting nominees to fill vacancies on the Board or a committee of
the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of
the Board and our management.  The Nominating and Corporate Governance
Committee will consider nominees to the Board recommended by a stockholder if such stockholder complies with the advance notice
provisions of our bylaws. Our bylaws provide that a stockholder who wishes to nominate a person for election as a director at a
meeting of stockholders must deliver written notice to our corporate secretary. This notice must contain, as to each nominee, all
of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of
Regulation 14A under the Exchange Act, and certain other information set forth in the bylaws. In order to be eligible to be a nominee
for election as a director by a stockholder, such potential nominee must deliver to our corporate secretary a written questionnaire
providing the requested information about the background and qualifications of such person and a written representation and agreement
that such person is not and will not become a party to any voting agreements or any agreement or understanding with any person
with respect to any compensation or indemnification in connection with service on the Board, and would be in compliance with all
of our publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies
and guidelines.  The Nominating and Corporate Governance
Committee has not adopted a formal policy with regard to the consideration of diversity in identifying individuals for election
as members of the Board, but the committee considers such factors as it may deem are in our best interests and those of our stockholders.
Those factors may include a person’s differences of viewpoint, professional experience, education and skills, as well as
his or her race, gender and national origin. In addition, as part of the Board’s annual-self assessment, the members of the
nominating and corporate governance committee will evaluate the membership of the Board and whether the Board maintains satisfactory
policies regarding membership selection. The Nominating and Corporate Governance Committee met 4 times during the 2017 fiscal year.


9







Corporate Governance Documents  We maintain a corporate governance webpage
at the “Investor Relations” link at www.alcentracapital.com.  Our Code of Business Conduct and Board
committee charters are available at our corporate governance webpage at www.alcentracapital.com and are also available
to any stockholder who requests them by writing to our Secretary, Ellida McMillan, at Alcentra Capital Corporation, 200 Park Avenue,
7th Floor, New York, New York 10166.  Annual Evaluation  Our directors perform an evaluation, at
least annually, of the effectiveness of the Board and its committees. This evaluation includes Board and Board committee discussion.  Communication with the Board  We believe that communications between
the Board, our stockholders and other interested parties are an important part of our corporate governance process. Stockholders
with questions about the Company are encouraged to contact the Company’s Investor Relations department at (212) 922-8240.
However, if stockholders believe that their questions have not been addressed, they may communicate with the Board by sending their
communications to Alcentra Capital Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, Attn.: Board of
Directors. All stockholder communications received in this manner will be delivered to one or more members of the Board.  All communications involving accounting,
internal accounting controls and auditing matters, possible violations of, or non-compliance with, applicable legal and regulatory
requirements or policies, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such
a complaint, will be referred to the Audit Committee.  The acceptance and forwarding of a communication
to any director does not imply that the director owes or assumes any fiduciary duty to the person submitting the communication,
all such duties being only as prescribed by applicable law.  Code of Business Conduct  Our code of business conduct, which applies
to directors and executive officers of the Company, requires that directors and executive officers avoid any conflict, or the
appearance of a conflict, between an individual’s personal interests and the interests of the Company. Pursuant to the code
of business conduct, which is available on our website under the “Investor Relations” link at www.alcentracapital.com,
each director and executive officer must disclose any conflicts of interest, or actions or relationships that might give rise
to a conflict, to the Audit Committee. Certain actions or relationships that might give rise to a conflict of interest are reviewed
and approved by the Board.  Section 16(a) Beneficial Ownership Reporting Compliance  Pursuant to Section 16(a) of
the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its
common stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific
due dates for those reports have been established, and the Company is required to report herein any failure to file such
reports by those due dates. Based solely on a review of copies of such reports and written representations delivered to the
Company by such persons, the Company believes that all such persons complied with all Section 16(a) filing requirements
during the year ended December 31, 2017, with the following inadvertent exception: Paul J. Echausse, a former executive
officer and director of the Company did not timely file two Form 4 filings.




10







Director Compensation



The following table shows information regarding
the compensation received by our current and former independent directors for the fiscal year ended December 31, 2017. No compensation
is paid to directors who are employees of the Company or the Adviser for their service as directors.





|Name                  |  | Aggregate CashCompensation fromAlcentra CapitalCorporation(1) |        |  | Total Compensationfrom Alcentra CapitalCorporationPaid to Director(2) |  
|--------------------- |  | ------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------- | -
|Interested Directors  |  |                                                               |        |  |                                                                       |  
|Paul J. Echausse(3)   |  | $                                                             | —      |  |                                                                       | $
|Paul Hatfield         |  | $                                                             | —      |  |                                                                       | $
|David Scopelliti      |  | $                                                             | —      |  |                                                                       | $
|Steven H. Reiff       |  | $                                                             | 69,750 |  |                                                                       | $
|Independent Directors |  |                                                               |        |  |                                                                       |  
|T. Ulrich Brechbühl   |  | $                                                             | 74,500 |  |                                                                       | $
|Edward Grebow         |  | $                                                             | 79,500 |  |                                                                       | $
|Douglas J. Greenlaw   |  | $                                                             | 74,500 |  |                                                                       | $
|Rudolph L. Hertlein   |  | $                                                             | 14,000 |  |                                                                       | $












| | (1) | For a discussion of the independent directors’ compensation, see below.
| | --- | -----------------------------------------------------------------------



| | (2) | We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.
| | --- | -------------------------------------------------------------------------------------------------------





| | (3) | Mr.  Echausse resigned from the Board effective January 8, 2018.
| | --- | ----------------------------------------------------------------







| | (4) | Mr. Hertlein served as a director of the Company from 2014 through June 2017.
| | --- | -----------------------------------------------------------------------------







11







Our independent directors receive an annual
fee of $40,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending
in person each Board meeting and $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending
each board meeting telephonically. They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in
connection with each committee meeting attended in person and each telephonic committee meeting. The chairmen of the Audit Committee,
the Valuation Committee, the Nominating and Corporate Governance Committee and the Compensation Committee receive an annual fee
of $10,000, $5,000, $5,000 and $5,000, respectively. Our lead director receives an annual fee of $15,000. We have obtained
directors’ and officers’ liability insurance on behalf of our directors and officers.



Item 11.   Executive Compensation



None of our executive
officers receive direct compensation from us. The compensation of the Chief Financial Officer and the Chief Compliance
Officer and their respective staffs is paid by the Adviser, subject to reimbursement by us of the allocable portion of such
compensation for services rendered by them to us.

Compensation Committee Interlocks and
Insider Participation  All members of the Compensation Committee
are independent directors and none of the members is a present or past employee of the Company. No member of the Compensation Committee:
(i) has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the U.S. Securities Exchange
Act of 1934, as amended; or (ii) is an executive officer of another entity, at which one of our executive officers serves on the
Board.


Item 12.   Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters



The following table sets forth, as of April
27, 2018, certain ownership information with respect to shares of the our common stock for each of our current directors, executive
officers and directors and executive officers as a group, and each person known to us to beneficially own 5% or more of the outstanding
shares of our common stock. With respect to persons known to us to beneficially own 5% or more of the outstanding shares of our
common stock, such knowledge is based on beneficial ownership filings made by the holders with the SEC and other information known
to us. The percentage ownership is based on 13,786,181 shares of common stock outstanding as of April 27, 2018.



Unless otherwise indicated, to our knowledge,
each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder,
except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated, the address of all
executive officers and directors is c/o Alcentra Capital Corporation, 200 Park Avenue, 7th Floor, New York, NY 10166.



The Company’s directors are divided
into two groups — interested directors and independent directors. Interested directors are “interested persons”
as defined in Section 2(a)(19) of the 1940 Act. Messrs. Scopelliti and Hatfield are interested directors of the Company because
they are officers of the Company and/or the Adviser. Mr. Reiff is an interested director of the Company because he owns shares
of restricted stock and options to purchase common stock in The Bank of New York Mellon Corporation, the ultimate parent company
to Alcentra NY.





|Name and Address of Beneficial Owner                       |  | Number ofShares OwnedBeneficially(1) |           |     | Percentage of Class | 
|---------------------------------------------------------- |  | ------------------------------------ | --------- | --- | ------------------- | 
|5% Owners                                                  |  |                                      |           |     |                     | 
|The Stillwell Group(2)                                     |  |                                      | 1,213,712 |     |                     | 
|San Bernardino County Employees’ Retirement Association(3) |  |                                      | 725,499   |     |                     | 
|Interested Directors                                       |  |                                      |           |     |                     | 
|Paul Hatfield                                              |  |                                      | 498,657   | (4) |                     | 
|David Scopelliti                                           |  |                                      | 10,900    | (5) |                     | 
|Steven H. Reiff                                            |  |                                      | 18,568    | (7) |                     | 
|Independent Directors                                      |  |                                      |           |     |                     | 
|T. Ulrich Brechbühl                                        |  |                                      | 10,000    |     |                     | 
|Edward Grebow                                              |  |                                      | 31,708    | (6) |                     | 
|Douglas J. Greenlaw                                        |  |                                      | 1,000     |     |                     | 
|Executive Officers                                         |  |                                      |           |     |                     | 
|Steven Levinson                                            |  |                                      | __        |     |                     | 
|Ellida McMillan                                            |  |                                      | 2,600     |     |                     | 
|Branko Krmpotic                                            |  |                                      | 14,000    |     |                     | 
|Executive officers and directors as a group (9 persons)    |  |                                      | 587,433   |     |                     | 









12














| | (1) | Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on Amendment No. 1 to Schedule 13D filed with the
SEC jointly by Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”);
Stilwell Activist Fund, L.P., a Delaware limited partnership ("Stilwell Activist Fund"); Stilwell Activist Investments,
L.P., a Delaware limited partnership ("Stilwell Activist Investments"); Stilwell Value LLC, a Delaware limited liability
company (“Stilwell Value LLC”), and the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and
Stilwell Activist Investments; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively, the “Stilwell
Group”) on March 2, 2018. The principal business address of the Stilwell Group is 111 Broadway, 12th Floor, New York, New
York 10006. Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph
Stilwell share power to vote or direct the vote of and dispose or direct the disposition of 1,213,712 shares of common stock.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | SBCERA’s principal business address is 348 W. Hospitality
Lane, Third Floor, San Bernardino, California 92415.
| | --- | --------------------------------------------------------------------------------------------------------------



| | (4) | Mr. Hatfield is deemed to have beneficial ownership of
(i) 7,381 shares of our common stock held directly by Mr. Hatfield; (ii) 275,157 shares of our common stock held by Clareant Global
Credit Alternatives Fund (formerly BNY Mellon Global Credit Alternatives Fund); (iii) 45,699 shares of our common stock held by
Alcentra NY; and (iv) 170,520 shares of our common stock held by Alcentra Ltd.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Mr. Scopelliti is deemed to have beneficial ownership of
(i) 1,800 shares of our common stock held by the Patricia Scopelliti Trust and (ii) 9,100 shares of our common stock held directly
by Mr. Scopelliti.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Mr. Grebow is deemed to have beneficial ownership of (i)
500 shares of our common stock held by the Madeline Grebow Children’s Trust and (ii) 31,208 shares of our common stock held
directly by Mr. Grebow.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Mr. Reiff is deemed to have beneficial ownership of (i)
13,900 shares of our common stock held directly by Mr. Hatfield and (ii) 4,668 shares of our common stock held by Mr. Reiff’s
spouse.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | Represents less than 1%.
| | - | ------------------------



13







Set forth below is the dollar range of equity
securities beneficially owned by each of our directors as of April 27, 2018. We are not part of a “family of investment companies,”
as that term is defined in the 1940 Act.





|Name                   |  | Dollar Range of EquitySecurities BeneficiallyOwned(1)(2)(3)
|---------------------- |  | -----------------------------------------------------------
|Interested Director:   |  |                                                            
|Paul Hatfield          |  | over $100,000                                              
|David Scopelliti       |  | $50,001 – $100,000                                         
|Steven H. Reiff        |  | over $100,000                                              
|Independent Directors: |  |                                                            
|T. Ulrich Brechbühl    |  | $50,001 – $100,000                                         
|Edward Grebow          |  | over $100,000                                              
|Douglas J. Greenlaw    |  | $1 – $10,000                                               












|(1) | Dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000,
or over $100,000
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          

| | (2) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act
| | --- | ------------------------------------------------------------------------------------------------



| | (3) | The dollar range of equity securities beneficially owned
is based on a closing price of $6.15 on April 27, 2018 on the Nasdaq Global Select Market. Beneficial ownership has been determined
in accordance Rule 16a-1(a)(2) of the Exchange Act.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







Item 13.   Certain
Relationships and Related Transactions, and Director Independence  Transactions with Related Persons  We have entered into an investment
advisory agreement with the Adviser (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we have
agreed to pay to the Adviser a base management fee and an incentive fee. We paid the Adviser $4,975,349 for the year ended
December 31, 2017. Messrs. Scopelliti, Reiff and Hatfield are interested members of the Board and have a direct or indirect
pecuniary interest in the Adviser.  We have entered into a license agreement
with the Adviser pursuant to which the Adviser has granted us a non-exclusive, royalty-free license to use the name “Alcentra.”  Review, Approval or Ratification of Transactions
with Related Person  The Company has procedures in place for
the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. As a BDC,
the 1940 Act restricts the Company from participating in certain transactions with certain persons affiliated with the Company,
including our officers, directors, and employees and any person controlling or under common control with us.  In order to ensure that we do not engage
in any prohibited transactions with any persons affiliated with the Company, our officers screen each of our transactions for any
possible affiliations, close or remote, between the proposed portfolio investment, the Company, companies controlled by us and
our employees and directors.  14
 
  The Company will not enter into any transactions
unless and until we are satisfied that the transaction is not prohibited by the 1940 Act or, if such prohibitions exist, the Company
has taken appropriate actions to seek Board review and approval or exemptive relief from the SEC for such transaction.  Director Independence  In accordance with the rules of Nasdaq,
the Board annually determines the independence of each director. No director is considered independent unless the Board has determined
that he or she has no material relationship with the Company. The Company monitors the status of its directors and officers through
the activities of the Nominating and Corporate Governance Committee and through a questionnaire to be completed by each director
no less frequently than annually, with updates periodically if information provided in the most recent questionnaire has changed.  In order to evaluate the materiality of
any such relationship, the Board uses the definition of director independence set forth in the Nasdaq Listing Rules. Section 5605
provides that a director of a business development company (a “BDC”) shall be considered to be independent if he or
she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19)
of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last
two years had, a material business or professional relationship with the Company or the Adviser.  The Board has determined that each of
the directors is independent and has no relationship with the Company, except as a director and stockholder of the Company,
with the exception of Messrs. Scopelliti and Hatfield, who are interested persons of the Company due to their positions as
officers of the Company and/or officers of the Adviser, and Mr. Reiff given that he owns shares of restricted stock and
options to purchase shares of common stock in BNY Mellon, the ultimate parent company of the Adviser.






Both the 1940 Act and the rules of the Nasdaq
require that our board of directors be composed of a majority of independent directors. Given that our board of directors is currently
composed of three independent directors and three interested directors, we are diligently taking steps to reconfigure the composition
of our board of directors or otherwise seeking ways to come into compliance with these requirements as soon as is reasonably practicable.



Item 14.   Principal Accountant Fees
and Services



Independent Auditor’s Fees



The following table presents fees incurred
by the Company for the fiscal years ended December 31, 2017 and December 31, 2016 for the Company’s principal accounting
firm, KPMG LLP.





|                   |  | Fiscal Year Ended December 31, 2017 |         |  | Fiscal Year Ended December 31, 2016 |  
|------------------ |  | ----------------------------------- | ------- |  | ----------------------------------- | -
|Audit Fees         |  | $                                   | 375,900 |  |                                     | $
|Audit-Related Fees |  | $                                   | —       |  |                                     | $
|Tax Fees           |  |                                     | —       |  |                                     |  
|All Other Fees     |  |                                     | —       |  |                                     |  
|Total Fees:        |  | $                                   | 375,900 |  |                                     | $





Audit Fees.  Audit fees
consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that
are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.



Audit-Related Fees.  Audit-related
services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under “Audit Fees.” These services include attest services
that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.



Tax Fees.  Tax fees consist
of fees billed for professional services for tax compliance. There were no tax fees incurred during the fiscal years ended December
31, 2017 and 2016.



All Other Fees.  All other
fees would include fees for products and services other than the services reported above.



It is the policy of the Audit Committee
to pre-approve all audit, review or attest engagements and permissible non-audit services to be performed by our registered public
accounting firm. We expect that representatives of KPMG LLP will be present at the Annual Meeting and will have an opportunity
to make a statement if they desire to do so and to respond to appropriate questions.



15







PART IV



Item 15.   Exhibits, Financial Statement
Schedules



b. Exhibit List



The exhibits listed in the Exhibit list
in Part IV, Item 15. “Exhibits, Financial Statement Schedules” of the Original Report were filed with or incorporated
by reference as part of the Original Report, and are incorporated by reference herein, and the exhibits listed in the Exhibit
Index below are filed as part of this Form 10-K/A.



EXHIBIT INDEX



Pursuant to Item 601 of Regulation S-K



|ExhibitNumber |  | Description                                                                                                  
|------------- |  | -------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                              
|31.1          |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
|31.2          |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934





16







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





|                     |  |  | ALCENTRA CAPITAL CORPORATION                
|-------------------- |  |  | --------------------------------------------
|Date: April 30, 2018 |  |  | /s/ David Scopelliti                        
|                     |  |  | Name: David Scopelliti                      
|                     |  |  | Title: President and Chief Executive Officer





Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity
and on the dates indicated.





|Date: April 30, 2018 |  |  | /s/ David Scopelliti                             
|-------------------- |  |  | -------------------------------------------------
|                     |  |  | David Scopelliti                                 
|                     |  |  | President and Chief Executive Officer,           
|                     |  |  | (Principal Executive Officer) and Director       
|                     |  |  |                                                  
|Date: April 30, 2018 |  |  | /s/ Ellida McMillan                              
|                     |  |  | Ellida McMillan                                  
|                     |  |  | Chief Financial Officer, Chief Operating Officer,
|                     |  |  | Treasurer and Secretary                          
|                     |  |  | (Principal Financial and Accounting Officer)     
|                     |  |  |                                                  
|Date: April 30, 2018 |  |  | /s/ Paul Hatfield                                
|                     |  |  | Paul Hatfield                                    
|                     |  |  | Director                                         
|                     |  |  |                                                  
|Date: April 30, 2018 |  |  | /s/ T. Ulrich Brechbühl                          
|                     |  |  | T. Ulrich Brechbühl                              
|                     |  |  | Director                                         
|                     |  |  |                                                  
|Date: April 30, 2018 |  |  | /s/ Douglas J. Greenlaw                          
|                     |  |  | Douglas J. Greenlaw                              
|                     |  |  | Director                                         
|                     |  |  |                                                  
|Date: April 30, 2018 |  |  | /s/ Edward Grebow                                
|                     |  |  | Edward Grebow                                    
|                     |  |  | Director                                         
|                     |  |  |                                                  
|Date: April 30, 2018 |  |  | /s/ Steven H. Reiff                              
|                     |  |  | Steven H. Reiff                                  
|                     |  |  | Director                                         





17