SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

TICC Capital Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87244T109

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 30, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 87244T109

1	NAME OF REPORTING PERSON Raging Capital Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 802,425
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 802,425
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 802,425
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 87244T109

1	NAME OF REPORTING PERSON Raging Capital Fund (QP), LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 791,913
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 791,913
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 791,913
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON PN

3

CUSIP NO. 87244T109

1	NAME OF REPORTING PERSON Raging Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,594,338
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,594,338
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,594,338
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14	TYPE OF REPORTING PERSON OO

4

CUSIP NO. 87244T109

1	NAME OF REPORTING PERSON William C. Martin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 83,683
	8	SHARED VOTING POWER 1,594,338
	9	SOLE DISPOSITIVE POWER 83,683
	10	SHARED DISPOSITIVE POWER 1,594,338
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,678,021
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON IN

5

CUSIP NO. 87244T109

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,594,338 Shares owned directly by the Raging Funds is approximately $6,792,842, including brokerage commissions.  The Shares owned directly by the Raging Funds were acquired with the working capital of the Raging Funds.

The aggregate purchase price of the 83,683 Shares owned directly by Mr. Martin is approximately $404,034, excluding brokerage commissions.  The Shares owned directly by Mr. Martin were acquired with Mr. Martin’s personal funds and through the Issuer’s dividend reinvestment plan.

The Raging Funds and Mr. Martin effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On December 30, 2009, Mr. Martin delivered a letter to the Issuer submitting a stockholder proposal to terminate the Investment Advisory Agreement between the Issuer and TICC Management, LLC for inclusion in the Issuer’s proxy statement in connection with the 2010 annual meeting of stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended.  A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 26,747,561 Shares outstanding as of November 9, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009.

As of the close of business on December 31, 2009, Raging Capital Fund directly owned 802,425 Shares, constituting approximately 3.0% of the Shares outstanding.  By virtue of their relationships with Raging Capital Fund discussed in further detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund.

As of the close of business on December 31, 2009, Raging Capital Fund QP directly owned 791,913 Shares, constituting approximately 3.0% of the Shares outstanding.  By virtue of their relationships with Raging Capital Fund QP discussed in further detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund QP.

6

CUSIP NO. 87244T109

As of the close of business on December 31, 2009, Mr. Martin directly owned 83,683 Shares, constituting less than 1% of the Shares outstanding.

(b)           Each of the Raging Funds shares with Raging Capital and Mr. Martin the power to vote and dispose of the Shares directly owned, respectively, by the Raging Funds.  Mr. Martin has the sole power to vote and dispose of the Shares directly owned by Mr. Martin.

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3.  All of such transactions were effected in the open market, unless indicated otherwise.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter from William C. Martin to TICC Capital Corp., dated December 30, 2009, submitting a stockholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended.

7

CUSIP NO. 87244T109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2010

Raging Capital Fund, LP
By:	Raging Capital Management, LLC General Partner
By:	/s/ William C. Martin
	Name:	William C. Martin
	Title:	Managing Member

Raging Capital Fund (QP), LP
By:	Raging Capital Management, LLC General Partner
By:	/s/ William C. Martin
	Name:	William C. Martin
	Title:	Managing Member

Raging Capital Management, LLC
By:	/s/ William C. Martin
	Name:	William C. Martin
	Title:	Managing Member

/s/ William C. Martin

William C. Martin

8

CUSIP NO. 87244T109

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D

Shares of Common Stock Purchased/(Sold) Price Per Share($) Date of Purchase/Sale

WILLIAM C. MARTIN

100	5.3700	11/12/2009
1,000	5.3700	11/13/2009
1,000	5.3300	11/13/2009
100	5.2800	11/13/2009

RAGING CAPITAL FUND, LP

(4,191)	5.5045	11/13/2009
(3,498)	5.5045	11/13/2009
(5,141)	5.5976	11/16/2009
(10,000)	5.5800	11/17/2009
(3,571)	5.5914	11/18/2009
(3,800)	5.5895	11/20/2009
(16,293)	5.6800	11/23/2009
(11,881)	5.6947	11/24/2009
(20,000)	5.7700	11/25/2009
(9,532)	5.6900	12/01/2009
(37,881)	5.6938	12/02/2009
(100)	5.7400	12/03/2009
(26,853)	5.7623	12/04/2009
(20,000)	5.8908	12/07/2009
(775)	5.7063	12/14/2009
(25,068)	5.5817	12/17/2009
(25,100)	5.6566	12/18/2009
(29,391)	5.6900	12/21/2009
(18,727)	5.7600	12/22/2009

RAGING CAPITAL FUND (QP), LP

(2,981)	5.5914	11/18/2009
(647)	5.7063	12/14/2009
8,502	5.7600	12/22/2009
(6,506)	6.1200	12/29/2009
(3,400)	6.1500	12/30/2009
(606)	6.1800	12/31/2009

RAGING CAPITAL MANAGEMENT, LLC

None

9

EX-99.1

Exhibit 99.1

WILLIAM C. MARTIN

254 Witherspoon Street

Princeton, New Jersey 08542

December 30, 2009

BY FEDERAL EXPRESS

TICC Capital Corp.

8 Sound Shore Drive, Suite 255

Greenwich, Connecticut 06830

Attn: Patrick F. Conroy, Corporate Secretary

Re: Submission of proposal pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended, for the 2010 Annual Meeting of Stockholders of TICC Capital Corp.

Dear Mr. Conroy:

I am submitting pursuant to Rule 14a-8 the proposal and supporting statement attached hereto as Exhibit A for inclusion in the proxy statement of TICC Capital Corp. (the “Company”) relating to the 2010 annual meeting of stockholders of the Company (the “Annual Meeting”).

As of the date hereof, I am the direct beneficial owner of 83,683 shares of Common Stock of the Company (the “Shares”) and I intend to continue to hold the Shares through the date of the Annual Meeting.  Over $2,000 in market value of the Shares are currently held in my brokerage account with RBC Capital Markets Corporation (“RBC”).  Cede & Co., as the nominee of The Depository Trust Company, is the holder of record of the Shares.  As of the date hereof, I have continuously held at least $2,000 in market value of the Company’s securities entitled to be voted on the proposal for at least one year, as evidenced by the letter from RBC attached hereto as Exhibit B and the monthly brokerage account statements for the prior 12-month period attached hereto as Exhibit C, and I will continue to hold at least $2,000 in market value of the Shares through the date of the Annual Meeting.

I or one of my representatives will appear in person at the Annual Meeting to present the proposal.

This notice is submitted in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended.  I will assume the attached proposal and supporting statement will be included in the Company’s proxy statement for the Annual Meeting unless advised otherwise in writing (with a copy to my counsel in this matter, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steve Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222).

Very truly yours,

/s/ William C. Martin

William C. Martin

EXHIBIT A

Proposal:

RESOLVED, that the Investment Advisory Agreement between TICC Capital Corp. and TICC Management, LLC shall be terminated effective as soon as is legally permissible thereunder.

Supporting Statement:

The case for terminating the investment advisory agreement with TICC’s investment adviser, TICC Management, is clear.

First, TICC Management has delivered poor investment results:

· Net asset value declined -41% from $13.77 per share in Q4 2006 to $8.07 at Q3 2009.

· Annual distributions fell -58% from $1.44 per share in 2007 to $0.60 per share at present.

· TICC shares declined -63% from their peak of $16.46 in 2006 to $6.11 as of 12/29/09.

Second, TICC Management has in my view demonstrated poor investment judgment:

· TICC Management failed to impose LIBOR interest rate floors under the bulk of its loans.  This led to substantial interest rate declines and negative marks to asset value when LIBOR rates fell precipitously in 2008.

· In 2007, TICC abandoned its policy requiring it to invest at least 80% of the value of its net assets in technology-related companies.  Around the same time, TICC invested $15 million in “WAICCS Las Vegas, LLC”, a Las Vegas land development that has depreciated to a value of just $2.1 million at September 30, 2009.

· TICC Management has failed to repurchase TICC shares though they trade at a substantial discount to net asset value, missing an accretive investment opportunity.

Unfortunately, despite all of this, TICC Management is anything but poorly compensated:

· Over the past three years, TICC Management reaped over $20 million in fees.  This is equal to 12.5% of TICC’s market capitalization.

· TICC Management was paid approximately $4 million in 2009, equal to 15 cents per share (25% of the current annual distribution).

· TICC Management collected more than $700,000 in incremental fees in 2008 and 2009 from the $22.8 million in capital that was raised in the highly dilutive rights offering in May 2008.  This is a clear example of how compensation is not aligned with shareholder interests.  After all, why should TICC Management earn more when they dilute shareholders?

Even worse, running TICC is only a part-time job for the senior team at TICC Management; each of them works on at least one other investment fund from which TICC shareholders derive absolutely no economic benefit.

If shareholders vote to terminate the current advisory agreement, this will send a clear message to the TICC Board that it should implement a new advisory agreement that truly aligns the adviser’s actions with shareholder interests.  This new agreement should be structured so that the adviser is only rewarded if net asset value and distributions are increasing, while reducing compensation if TICC raises dilutive capital or if the portfolio loses money.  Additionally, a portion of the adviser’s compensation should consist of long term equity which vests only if TICC’s share price trades at a valuation in excess of book value.

If you agree with my views, please vote “FOR” this proposal.