Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
BROYHILL MARKHAM HUNT
2. Issuer Name and Ticker or Trading Symbol
Capitala Finance Corp. [CPTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O CAPITALA FINANCE CORP., 4201 CONGRESS STREET, SUITE 360
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


CHARLOTTE, NC 28209
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 06/22/2015   P4 500 A $ 16.272 78,538 (1) D  
Common Stock 06/22/2015   P4 232 A $ 16.29 232 I via Spouse
Common Stock 06/22/2015   P4 68 A $ 16.37 300 I via Spouse
Common Stock 06/24/2015   P4 6,000 A $ 16.1782 19,580 I via Broyhill Family Foundation Inc.
Common Stock 06/24/2015   P4 2,000 A $ 16.1782 2,000 I via Broyhill Memorial Park Inc.
Common Stock 05/16/2014   P4 824 A $ 18.1914 824 I via Paul H. Broyhill II Irrevocable Trust
Common Stock             37,764 (1) I via Broyhill Investments, Inc.
Common Stock             78,455 I via BMC Fund, Inc.
Common Stock             134,857 I via Claron Investments, LP
Common Stock             6,993 I via Hibriten Investments of N.C. Limited Partnership

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Awards               (2)(3)   (2)(3) Common Stock, par value $0.01 per share
37,357 (1) (2)
  37,357
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROYHILL MARKHAM HUNT
C/O CAPITALA FINANCE CORP.
4201 CONGRESS STREET, SUITE 360
CHARLOTTE, NC 28209
  X      

Signatures

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

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In a Form 4 filed on December 1, 2014, Mr. Broyhill inadvertently reported an indirect purchase of 1,000 shares of Capitala Finance Corp.'s (the "Issuer") common stock by Broyhill Investments, Inc. on November 26, 2014. This purchase should have been reported as a direct purchase by Mr. Broyhill, which is reflected in this Form 5.
(2) As of the date of this report, Mr. Broyhill holds unvested Awards with respect to 37,357 shares of the Issuer's common stock held by Capitala Restricted Shares I, LLC ("CRS"), which is controlled by Joseph B. Alala, III and is an affiliate of Capitala Investment Advisors, LLC, pursuant to CRS's Amended and Restated 2015 Equity Compensation Plan, dated September 18, 2015 (the "Plan"). The Plan was previously approved by the Issuer's Board of Directors. Unvested Awards under the Plan are scheduled to vest as follows: approximately 43% on September 25, 2017 and approximately 57% on September 25, 2018. Upon settlement, the unvested Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.
(3) Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. avail. Oct. 8, 2015), an employee benefit plans sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered investment company or business development company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

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