Bank of New York Mellon : Amended Statement of Beneficial Ownership

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Alcentra Capital Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

01374T102

(CUSIP Number)

The Bank of New York Mellon Corporation

240 Greenwich Street

New York, New York 10286

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2020

(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 ¨.

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. 01374T102		SCHEDULE 13D	Page 1 of 5
1	NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	THE BANK OF NEW YORK MELLON CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
	(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS
OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

8

9

SOLE VOTING POWER

0

SHARED VOTING POWER

583,003

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

583,003

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,003
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.53%
14	TYPE OF REPORTING PERSON
CO; HC

CUSIP No. 01374T102

SCHEDULE 13D

Page 2 of 5

Item 1. Security and Issuer

This Amendment No. 1 ("Amendment No. 1") amends and restates the statement on Schedule 13D that was originally filed on July 16, 2018 (the "Original Schedule 13D"). This Amendment No. 1 relates to the shares of common stock, par value $0.001 per share, of Alcentra Capital Corporation, a Maryland corporation (the "Issuer"), beneficially owned by the reporting person named herein (the "Reporting Person). The principal

executive offices of the Issuer are located at 200 Park Avenue, 7th Floor, New York, New York 10166.

Item 2. Identity and Background

1. - (c) The Bank of New York Mellon Corporation is a Delaware corporation. Its principal business is divided into two principal segments, investment management and investment services. The address of the principal office of The Bank of New York Mellon Corporation is 240 Greenwich Street, New York, New York 10286.

1. During the last five years, the Reporting Person has not been convicted in a criminal proceeding.
2. During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
3. Not applicable.

Certain information with respect to the directors and executive officers of the Reporting Person is set forth in Exhibit 99.1 attached hereto, including each director's and each executive officer's business address, present principal occupation or employment, citizenship and other information.

Item 3. Source and Amount of Funds or Other Consideration

In connection with its initial public offering, the Issuer entered into an asset purchase agreement, dated as of May 8, 2014 by and among the Issuer, BNY Mellon-Alcentra Mezzanine III, L.P. and Alcentra NY, LLC (the "Purchase Agreement"), whereby the Issuer agreed to acquire a portfolio consisting of $155.8 million in debt and equity investments from BNY Mellon-Alcentra Mezzanine III, L.P. for approximately $64.3 million in cash and 6,100,000 shares of the Issuer's common stock at the initial public offering price of $15.00 per share, or an aggregate amount of $91.5 million. By virtue of holding limited partner interests in BNY Mellon-Alcentra Mezzanine III, L.P., advisory clients of BNY Mellon, National Association acquired 1,516,235 shares of the Issuer's common stock. Since the Issuer's initial public offering, these advisory clients have been net sellers of shares of the Issuer's common stock and, as of January 31, 2020, BNY Mellon National Association held 16,187 shares of the Issuer's common stock on behalf of them.

Between December 23, 2014 and February 26, 2015, Clareant Global Credit Alternatives Fund purchased 275,157 shares of the Issuer's common stock on the open market for an aggregate purchase price of $3,614,889.56.

Between May 21, 2018 and August 17, 2018, Alcentra Limited purchased 291,659 shares of the Issuer's common stock on the open market on behalf of an advisory client for an aggregate purchase price of $1,891,832.24.

Clareant Global Credit Alternatives Fund is managed by Alcentra NY, LLC. Alcentra NY, LLC also serves as the investment adviser/manager to the Issuer and BNY Mellon-Alcentra Mezzanine III, L.P.

BNY Mellon, National Association is directly owned by The Bank of New York Mellon Corporation. Alcentra Limited and Alcentra NY, LLC are each indirectly owned by The Bank of New York Mellon Corporation.

CUSIP No. 01374T102	SCHEDULE 13D	Page 3 of 5
Item 4. Purpose of Transaction
See Item 3 above.

With the belief that the shares of the Issuer's common stock are consistent with the investment objective of its advisory client, Alcentra Limited entered into a purchase plan to purchase the Issuer's shares of common stock on behalf of its client on the open market in compliance with the applicable requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934 (the "Purchase Program").

The Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The percentages set forth below and on page 1 above were calculated based on 12,875,566 shares of the Issuer's common stock outstanding as of January 31, 2020;

1. The Bank of New York Mellon Corporation may be deemed to beneficially own 583,003, or 4.53%, of the Issuer's outstanding shares of common stock.
2. The Bank of New York Mellon Corporation shares voting power with respect to 583,003 of the Issuer's shares of common stock beneficially owned by Alcentra Limited, Alcentra NY, LLC, Clareant Global Credit Alternatives Fund and BNY Mellon, National Association and shares dispositive power with respect to 583,003 of the Issuer's shares of common stock beneficially owned by them.
3. There were no transactions involving shares of the Issuer's common stock effected in the last sixty days by the Reporting Person, its affiliates or the clients of its affiliates.

CUSIP No. 01374T102

SCHEDULE 13D

Page 4 of 5

1. No person (other than the Reporting Person and the clients of certain of its affiliates) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's shares of common stock reported herein.
2. Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respects to Securities of the Issuer

The information contained in Items 4 and 5 are incorporated herein by reference. Other than as described elsewhere in this Statement, the Reporting Person and its affiliates do not have any understandings, arrangements, relationships or contracts relating to the Issuer's shares of common stock which are required to be described hereunder.

Item 7. Materials to be Filed as Exhibits

Exhibit
Number	Description of Exhibit
Exhibit 1	Form of Asset Purchase Agreement by and between the Issuer and BNY Mellon-Alcentra Mezzanine III, L.P. and Alcentra NY, LLC
	(incorporated by reference to Exhibit (k)(4) to pre-effective amendment no. 4 to the Issuer's Registration Statement on Form N-2 (File No. 333-
	194521) filed on May 8, 2014).
Exhibit 99.1	Directors and Executive Officers of the Reporting Person
Exhibit 99.2	Power of Attorney for The Bank of New York Mellon Corporation

CUSIP No. 01374T102

SCHEDULE 13D

Page 5 of 5

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2020

THE BANK OF NEW YORK MELLON CORPORATION

By: /s/ IVAN ARIAS

Ivan Arias

Attorney-in-Fact

Exhibit 99.1

The Bank of New York Mellon Corporation

The name of each director and executive officer of The Bank of New York Mellon Corporation is set forth below. The business address of each person listed below is c/o The Bank of New York Mellon Corporation, 240 Greenwich Street, New York, New York 10286. Each person is a citizen of the United States of America. Hani Kablawi is also a citizen of the United Kingdom.

Directors Name		Occupation
Linda Z. Cook		Managing Director of EIG Global Energy Partners and CEO of Harbour Energy, Ltd.
Joseph J. Echevarria		Retired CEO of Deloitte LLP
Todd P. Gibbons		Interim Chief Executive Officer of The Bank of New York Mellon Corporation
Jeffrey A. Goldstein		Chief Executive Officer, SpringHarbor Financial Group LLC and Senior Advisor, Hellman & Friedman LLP
Edmund F. "Ted" Kelly		Retired Chairman of Liberty Mutual Group
Jennifer B. Morgan		Executive Board Member of SAP and President of SAP Americas and Asia Pacific Japan, Global Customer Operations
Elizabeth E. Robinson		Retired Global Treasurer of the Goldman Sachs Group
Samuel C. Scott III		Retired Chairman, President and CEO of Ingredion Incorporated
Alfred "Al" W. Zolar		Executive Partner at Siris Capital Group, LLC

Executive Officers Name

Todd P. Gibbons

Jolen Anderson

Paul Camp

Jim Crowley

Bridget E. Engle

Mitchell E. Harris

Hani Kablawi

Catherine Keating

Senthil S. Kumar

Francis La Salla

J. Kevin McCarthy

Lester Owens

Roman Regelman

Brian Ruane

Michael Santomassimo

Akash Shah

James Wiener

Position

Interim Chief Executive Officer

Global Head of Human Resources

Chief Executive Officer, Treasury

Chief Executive Officer, Pershing

Senior Executive Vice President and Chief Information Officer

Chief Executive Officer, Investment Management

Head of International and Chairman, EMEA

Chief Executive Officer, Wealth Management

Senior Executive Vice President and Chief Risk Officer

Chief Executive Officer, Issuer Services

Senior Executive Vice President and General Counsel

Senior Executive Vice President and Head of Operations

Senior Executive Vice President and Head of Asset Servicing and Digital

Chief Executive Officer, Government Securities Services Corp. and Collateral

Chief Financial Officer

Senior Executive Vice President and Head of Strategy and Global Client Management

Senior Executive Vice President and Head of Capital and Balance Sheet Strategy

Exhibit 99.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a "Company") does hereby make, constitute and appoint each of Nicholas R. Darrow, Ivan Arias and Andrew Weiser (and any other employee of The Bank of New York Mellon Corporation, or one of its affiliates, associated with the Global Holdings Reporting Group and designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings, be they written or oral, required to be made by the Company with respect to securities which may be deemed to be beneficially owned by the Company or under the Company's investment discretion under:

• the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including those filings required to be submitted on Form 13F, Schedule 13G, Schedule 13D and Forms 3, 4 and 5, and
• the laws of any jurisdiction other than the United States of America, including those filings made to disclose securities holdings as required to be submitted to regulatory agencies, exchanges and/or issuers,

giving and granting unto each said attorney-in-fact power and authority to correspond with issuers, regulatory authorities, and other entities as is required in support of the filings referenced above, and to act in the premises as fully and to all intents and purposes as the Company might or could do to comply with the applicable regulations if personally present by one of its authorized signatories (including, but not limited to, instructing local counsel on a Company's behalf), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the Company or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Bank of New York Mellon Corporation or one of its affiliates.

This Power of Attorney may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the date set forth below.

The Bank of New York Mellon Corporation

By:	/s/ MITCHELL E HARRIS
Name:	Mitchell E. Harris
Title:	Chief Executive Officer, Investment Management
Date:	March 17, 2017