SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Pearson Dayl W (Last) (First) (Middle) C/O KOHLBERG CAPITAL CORPORATION 295 MADISON AVENUE, 6TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Kohlberg Capital CORP [ KCAP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2008		A		50,000	A	(1)	54,301.21	D
Common Stock	07/01/2008		A		41,771(2)	A	$0	96,072.21	D
Common Stock								118.09	I	As USGMA custodian for Erica Pearson(3)
Common Stock								118.09	I	As USGMA custodian for Scott Pearson(4)

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$15	07/01/2008		D			250,000	(5)	12/11/2016	Common Stock	250,000	(2)	0	D

Explanation of Responses:

1. On July 1, 2008, the issuer canceled, pursuant to an option cancellation and restricted stock issuance agreement, an option granted to Mr. Pearson on December 11, 2006. In exchange for cancellation of such option, Mr. Pearson received 50,000 shares of restricted stock under the Company's Amended and Restated 2006 Equity Incentive Plan, based upon an exchange ratio of one share of restricted stock for every five shares under the cancelled option. One third of the restricted stock award will vest on each of the first three anniversaries of the grant date.

2. Represents shares of restricted stock granted to Mr. Pearson under the Company's Amended and Restated 2006 Equity Incentive Plan. One half of the restricted stock award will vest on each of the third and fourth anniversaries of the grant date.

3. Shares held by Mr. Pearson, as custodian, for daughter Erica Pearson under the Uniform Gifts to Minors Act. Mr. Pearson disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Pearson is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.

4. Shares owned by Scott Pearson, Mr. Pearson's son. Mr. Pearson disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Pearson is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.

5. The canceled option provided for vesting in four equal annual installments of 25% on each of the first four anniversaries of the grant date.

	/s/ Michael I. Wirth	07/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                      Exhibit 24

                              CONFIRMING STATEMENT

This Statement confirms that the undersigned, Dayl W. Pearson, has authorized
and designated Michael I. Wirth to execute and file on the undersigned's behalf
all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned
may be required to file with the U.S. Securities and Exchange Commission as a
result of the undersigned's ownership of or transactions in securities of
Kohlberg Capital Corporation. The authority of Michael I. Wirth under this
Statement shall continue until the undersigned is no longer required to file
Forms 3, 4, and 5 with regard to his ownership of or transactions in securities
of Kohlberg Capital Corporation, unless earlier revoked in writing. The
undersigned acknowledges that Michael I. Wirth is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

Date: July 2, 2008

                                        /s/ Dayl W. Pearson
                                        ---------------------------------------
                                        Dayl W. Pearson