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):  July 22, 2019 (July 22, 2019)

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))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	AINV	NASDAQ Global Select Market
6.875% Senior Notes due 2043	AIY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [ ]

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. [ ]

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

Charter Amendment

On July 22, 2019, the Board of Directors of Apollo Investment Corporation (the “Company”) approved Articles of Amendment (the “Articles of Amendment”), which amend the charter of the Company and reduce the number of shares of capital stock authorized in the Company’s charter from 400,000,000 shares of common stock, par value $0.001 per share, to 130,000,000 shares of common stock, par value $0.001 per share. The Articles of Amendment were accepted for record by the Department of Assessments and Taxation of the State of Maryland on July 22, 2019 and immediately became effective.

The Articles of Amendment follow the Company’s one-for-three reverse stock split (the “Reverse Split”), which was effective November 30, 2018. The Reverse Split reduced the outstanding shares of common stock from approximately 204,000,000 million shares to approximately 68,000,000 million shares of common stock. The Articles of Amendment now reduce the authorized common stock of the Company in a manner roughly proportional to the Reverse Split.

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

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 CORP.
By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Chief Legal Officer & Secretary

Date: July 22, 2019

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: Pursuant to Section 2-105(a)(13) of the Maryland General Corporation Law (the “MGCL”), the charter of the Corporation is hereby amended by deleting the first two sentences of Section 5.1 of Article V in its entirety and inserting in place thereof the following: “The Corporation has authority to issue one hundred thirty million (130,000,000) shares of stock, consisting of one hundred thirty million (130,000,000) shares of Common Stock, $0.001 par value per share (“Common Stock”). The aggregate par value of all authorized shares of stock having par value is one hundred thirty thousand Dollars ($130,000).” SECOND: Immediately before the amendment set forth above, the total number of shares of stock of all classes that the Corporation has authority to issue is four hundred million (400,000,000) shares, all of which have been classified as common stock, par value $0.001 per share. The aggregate par value of all shares of all classes is four hundred thousand Dollars ($400,000). THIRD: As amended, the total number of shares of stock of all classes that the Corporation has authority to issue is one hundred thirty million (130,000,000) shares, all of which have been classified as common stock, par value $0.001 per share. The aggregate par value of all shares of all classes is one hundred thirty thousand Dollars ($130,000). FOURTH: The foregoing amendment was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL and the charter of the Corporation without any action by the stockholders of the Corporation. FIFTH: As amended hereby, the charter of the Corporation shall remain in full force and effect. EIGHTH: 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. [Remainder of the Page Intentionally Blank]

22