UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

~~PURSUANT~~Pursuant to ~~TO SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~report (Date of earliest event reported)~~Report: August 1418, 2015

~~____________________________~~(Date of earliest event reported)

~~MCG~~PFLT ~~Capital~~Funding II, ~~Corporation~~LLC

(~~Exact~~formerly ~~Name~~known ~~of Registrant~~ as ~~Specified~~MCG inCapital ~~Charter~~Corporation)

~~____________________________~~(Exact name of registrant as specified in its charter)

Delaware	0-33377	54-1889518
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
590 Madison Avenue, 15th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

1001 19th Street North, 10th Floor, Arlington, VA				22209
(Address of Principal Executive Offices)				(Zip Code)

(212) 905-1000

(703) 247-7500

(Registrant’s telephone number, including area code)

~~Not~~MCG ~~applicable~~Capital Corporation

~~(Former~~1001 ~~Name~~19th orStreet ~~Former Address~~North, if10th ~~Changed~~Floor, Arlington, ~~Since~~VA ~~Last~~22209 ~~Report)~~

~~____________________________~~(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)~~:

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

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

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

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

Item 52.0701. ~~Submission~~ Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On August 14 18, 2015, ~~MCG~~PennantPark Floating Rate Capital ~~Corporation~~Ltd., a Maryland corporation (“~~MCG~~PFLT”), ~~held~~completed aits ~~special~~previously ~~meeting~~announced acquisition of MCG ~~stockholders~~Capital ~~(the~~Corporation, ~~“Special~~a ~~Meeting~~Delaware corporation (“MCG”), inpursuant ~~order~~ to ~~consider certain proposals related to~~ the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 28, 2015, by and among MCG, ~~PennantPark~~PFLT, ~~Floating~~PFLT ~~Rate~~Panama, ~~Capital Ltd.~~LLC, a Delaware limited liability company and wholly-owned subsidiary of PFLT (“PFLT Panama”), PFLT Funding II, LLC, a Delaware limited liability company and wholly-owned subsidiary of PFLT (“PFLT Funding II”), ~~LLC~~ and, solely for certain limited purposes under the Merger Agreement, PennantPark Investment Advisers, LLC, (a Delaware limited liability company and PFLT’s external investment adviser. As a result of the “transactions contemplated by the Merger Agreement”), MCG was merged with and into PFLT Panama with MCG as the surviving corporation, following which MCG was merged with and into PFLT Funding II with PFLT Funding II as the surviving company.

AtPursuant ~~the~~to ~~close of business on July 13, 2015,~~ the ~~record~~terms ~~date for the determination~~ of ~~stockholders entitled to vote at~~ the ~~Special~~Merger ~~Meeting~~Agreement, ~~there~~each ~~were~~outstanding ~~37,073,602~~share ~~shares~~ of MCG common stock, ~~par~~(including ~~value~~shares ~~$0.01~~of ~~per~~restricted ~~share (“Common Stock”~~stock), ~~outstanding~~was ~~and~~converted ~~entitled~~into the right to ~~vote~~receive on(i) 0.32044 ~~the~~shares ~~proposals~~of ~~presented~~PFLT atcommon ~~the~~stock, ~~Special~~resulting ~~Meeting. At~~in the ~~Special~~conversion ~~Meeting,~~to aapproximately ~~total of 24~~11,~~758~~832,~~926~~018 newly issued shares of ~~Common~~PFLT ~~Stock~~common stock, ~~representing~~subject ~~approximately~~to ~~66.8%~~adjustment offor ~~the~~fractional ~~outstanding~~ shares ~~entitled~~ to ~~vote,~~be ~~were~~paid ~~represented~~ in ~~person~~cash, orand by(ii) $0.30595 ~~proxy,~~per share ~~constituting~~in acash ~~quorum~~consideration.

The ~~results~~foregoing description of the ~~voting~~Merger onAgreement ~~each~~is ~~proposal~~a ~~presented~~summary atonly and is qualified in its entirety by reference to the full ~~Special~~text ~~Meeting~~of the Merger Agreement, ~~each~~a copy of which was ~~approved~~filed by ~~the~~MCG ~~requisite~~as ~~vote~~Exhibit of2.1 ~~MCG’s~~to ~~stockholders~~its Current Report on Form 8-K filed on April 29, ~~are~~2015 ~~set~~and ~~forth~~is ~~below~~incorporated herein by reference.

1Item 3. ~~The~~01 ~~proposal~~Notice ~~to approve the merger~~ of ~~PFLT~~Delisting ~~Panama,~~or ~~LLC~~Failure ~~with~~to ~~and~~Satisfy ~~into MCG, followed immediately and as~~ a ~~single~~Continued ~~integrated~~Listing ~~transaction~~Rule; byTransfer ~~the merger~~ of ~~MCG with and into PFLT Funding II, LLC, and to approve the Merger Agreement~~Listing.

For	Against	Abstain	Broker Non-Votes
23,209,276	1,243,787	305,861	0

On August 18, 2015, in connection with the transactions contemplated by the Merger Agreement, MCG notified the NASDAQ Global Select Market of its intent to remove its common stock from listing and requested that the NASDAQ Global Select Market file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist its common stock. PFLT Funding II, as the successor to MCG, intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of MCG’s common stock under Section 12(g) of the Exchange Act and suspension of MCG’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

2Item 3. ~~The~~03 ~~proposal~~Material toModification ~~approve the adjournment of the Special Meeting, if necessary or appropriate,~~ to ~~solicit~~Rights ~~additional proxies, if there are not sufficient votes at the time~~ of ~~the~~Security ~~Special Meeting to approve the foregoing proposal~~Holders.

For	Against	Abstain	Broker Non-Votes
22,884,067	1,341,993	532,866	0

The information required by Item 3.03 is contained in Items 2.01 and 3.01 and is incorporated herein by reference.

Item 85.01. ~~Other~~Changes ~~Events~~in Control of Registrant.

OnThe information ~~August~~required ~~14,~~by ~~2015, MCG and PennantPark Floating Rate Capital Ltd~~Item 5.01 ~~issued~~is acontained ~~joint~~in ~~press release announcing the results of their respective stockholder meetings to approve matters related to the Merger Agreement~~Item 2. ~~The~~01 ~~text~~and ~~of the press release~~ is ~~included~~incorporated asherein ~~Exhibit~~by 99reference.1 ~~to this Form 8-K.~~

Item 95.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(On August 18, 2015, in connection with the transactions contemplated by the Merger Agreement, each of the following individuals departed MCG and was no longer a) ~~Not~~director ~~applicable.~~and/or officer of MCG:

Keith Kennedy (b)Director, ~~Not~~President ~~applicable.~~and Chief Executive Officer)

Richard W. Neu (c)Director, ~~Not~~Chairman ~~applicable.~~of the Board)

~~(d)~~Kim ~~Exhibits~~D. Kelly (Director)

Exhibit No.		Description
99.1		Press release dated August 14, 2015

Kenneth J. O’Keefe (Director)

~~SIGNATURE~~Gavin Saitowitz (Director)

~~Pursuant~~Tod toReichert ~~the~~(General ~~requirements~~Counsel, ofChief ~~the~~Compliance ~~Securities Exchange Act of 1934~~Officer, ~~the~~Corporate ~~registrant~~Secretary ~~has~~and ~~duly~~Executive ~~caused~~Vice ~~this~~President) ~~report to be signed on its behalf by the undersigned hereunto duly authorized.~~

			MCG CAPITAL CORPORATION
Date:	August 14, 2015	By:	/s/ Beverly Jane Alley
			Beverly Jane Alley
			Chief Financial Officer

Jane Alley (Interim Chief Financial Officer, Chief Accounting Officer and Treasurer)

The officers of PFLT Funding II are Arthur H. Penn, Chief Executive Officer, and Aviv Efrat, Chief Financial Officer.

SIGNATURE

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

Dated: August 18, 2015

PFLT FUNDING II, LLC

/s/ Aviv Efrat

Aviv Efrat

Chief Financial Officer

Filing Compare · MCG CAPITAL CORP