8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 3, 2018

Apollo Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland	814-00646	52-2439556
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9 West 57th Street,

New York, NY 10019

(Address of Principal Executive Offices) (Zip Code)

(212) 515-3450

(Registrant’s telephone number, including area code)

None

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Charter Amendment

In connection with the previously announced reverse stock split of Apollo Investment Corporation (the “Company”)'s common stock (the “Reverse Stock Split”), on November 30, 2018, the Company filed an Articles of Amendment (the “Charter Amendment”) to its charter that provided for a one-for-three reverse stock split of the Company’s issued and outstanding common stock (the “Common Stock”), effective at 4:00 p.m. Eastern Time on November 30, 2018;

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Charter Amendment, copies of which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events

Completion of One-For-Three Reverse Stock Split

On November 30, 2018, Company completed the previously announced Reverse Stock Split at a ratio of one-for-three. The Reverse Stock Split took effect at 4:00 p.m. Eastern Time on November 30, 2018.

The information disclosed under this Item 8.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Articles of Amendment

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

APOLLO INVESTMENT CORPORATION
By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Chief Legal Officer & Secretary

Date: December 3, 2018

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Articles of Amendment

EX-3.1

APOLLO INVESTMENT CORPORATION

ARTICLES OF AMENDMENT

Apollo Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation  (the “Charter”)is hereby amended to provide that, for the Corporation’s common stock, $0.001 par value per share (the "Common Stock"), immediately upon the Reverse Stock Split Effective Time (as defined below), every three shares of Common Stock of the Corporation that were issued and outstanding immediately before the Reverse Stock Split Effective Time shall be combined into one issued and outstanding share of Common Stock, $0.003 par value per share.

SECOND: The amendment to the Charter as set forth in Article FIRST above has been duly approved by a majority of the entire Board of Directors of the Corporation as required by law. Pursuant to Section 2-309(e)(2) of the Maryland General Corporation Law (the “MGCL”), no stockholder approval was required.

THIRD: The Charter is hereby amended, effective immediately after the Reverse Stock Split Effective Time, to decrease the par value of the shares of Common Stock referred to above issued and outstanding immediately after the Reverse Stock Split Effective Time from $0.003 per share to $0.001 per share.

FOURTH: The amendment to the Charter as set forth in Article THIRD above has been duly approved by a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth in Article THIRD above is limited to a change expressly authorized by Section 2-605(a)(2) of the MGCL to be made without action by the stockholders of the Corporation.

FIFTH: These Articles of Amendment shall become effective at 5:00 p.m. EDT on November 30, 2018 (the “Reverse Stock Split Effective Time”).

SIXTH: There has been no increase in the authorized stock of the Corporation effected by the amendments to the Charter as set forth above.

SEVENTH: The undersigned acknowledges these Articles of Amendment to be the act and deed of the Corporation and, further, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, such matters and facts relating to the Corporation are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested by its Secretary this 30th day of October, 2018.

ATTEST                    APOLLO INVESTMENT CORPORATION

/s/ Joseph D. Glatt                By: /s/ Tanner Powell                

Joseph D. Glatt                 Tanner Powell

Secretary                     President