81_FR_6346 81 FR 6322 - Medallion Financial Corp.; Notice of Application

81 FR 6322 - Medallion Financial Corp.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 24 (February 5, 2016)

Page Range6322-6324
FR Document2016-02222

Federal Register, Volume 81 Issue 24 (Friday, February 5, 2016)
[Federal Register Volume 81, Number 24 (Friday, February 5, 2016)]
[Notices]
[Pages 6322-6324]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-02222]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31977; 812-14458]


Medallion Financial Corp.; Notice of Application

February 1, 2016.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of an application for an order under section 61(a)(3)(B) 
of the Investment Company Act of 1940 (the ``Act'').

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Summary of Application: Applicant, Medallion Financial Corp., requests 
an order approving a proposal to grant certain stock options to 
directors who are not also employees or officers of Applicant (the 
``Eligible Directors'') under its 2015 Non-Employee Director Stock 
Option Plan (the ``Director Plan'').

Filing Dates: The application was filed on May 12, 2015, and amended on 
September 25, 2015 and January 14, 2016.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving Applicant with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on February 26, 2016, and should be accompanied by proof of 
service on Applicant, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicant, 437 Madison Avenue, 
38th Floor, New York, New York 10022.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at 
(202) 551-6876, or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Chief Counsel).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicant's Representations

    1. Applicant, a Delaware corporation, is a business development 
company (``BDC'') within the meaning of section 2(a)(48) of the Act.\1\ 
Applicant is a specialty finance company that has a leading position in 
originating, acquiring and servicing loans that finance taxicab 
medallions and various types of commercial businesses. Applicant 
operates its businesses through four wholly-owned subsidiaries, 
Medallion Funding LLC, Medallion Capital, Inc., Freshstart Venture 
Capital Corp., and Medallion Bank.\2\ Applicant is managed by its 
executive officers under the supervision of its board of directors 
(``Board''). Applicant's investment decisions are made by its executive 
officers under authority delegated by the Board. Applicant does not 
have an external investment adviser within the meaning of section 
2(a)(20) of the Act. Applicant's common stock is listed on the NASDAQ 
Global Select Market.
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    \1\ Section 2(a)(48) defines a BDC to be any closed-end 
investment company that operates for the purpose of making 
investments in securities described in sections 55(a)(1) through 
55(a)(3) of the Act and makes available significant managerial 
assistance with respect to the issuers of such securities.
    \2\ Applicant also conducts business through its asset-based 
lending division, Medallion Business Credit, an originator of loans 
to small businesses for the purpose of financing inventory and 
receivables.
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    2. Applicant requests an order under section 61(a)(3)(B) of the Act 
approving its proposal to grant certain stock options under the 
Director Plan to its Eligible Directors.\3\ Applicant has an eight 
member Board, six of whom are Eligible Directors. Five of the six 
Eligible Directors on the Board are not ``interested persons'' (as 
defined in section 2(a)(19) of the Act) of Applicant. The Board 
approved the Director Plan at a meeting held on March 12, 2015, and 
Applicant's stockholders approved the Director Plan at the annual 
meeting of stockholders held on June 5, 2015. The Director Plan will 
become effective on the date on which the Commission issues an order on 
the application (the ``Order Date'').\4\
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    \3\ The Eligible Directors receive a $39,655 per year retainer 
payment, $3,965 for each Board meeting attended, $1,130 for each 
telephonic Board meeting, from $1,700 to $3,965 for each committee 
meeting attended, and reimbursement for related expenses.
    \4\ Applicant previously obtained similar relief for its Amended 
and Restated 1996 Non-Employee Director Stock Option Plan (the 
``1996 Director Plan''), the 2006 Non-Employee Director Stock Option 
Plan (the ``2006 Director Plan''), and the First Amended and 
Restated 2006 Non-Employee Director Stock Option Plan (the ``2006 
Amended Director Plan'').
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    3. Applicant's Eligible Directors currently are eligible to receive 
stock options under the 2006 Amended Director Plan and will be eligible 
to receive options under the Director Plan on the Order Date. Under the 
Director Plan, a maximum of 300,000 shares of Applicant's common stock, 
in the aggregate, may be issued to Eligible Directors and there is no 
limit on the number of shares of Applicant's common stock that may be 
issued to any one Eligible Director. The Director Plan provides for 
automatic grants of stock options to Eligible Directors. At each annual 
meeting of Applicant's stockholders after the Order Date, each Eligible 
Director elected or re-elected at such meeting to a three-year term 
will automatically be granted an option to purchase 12,000 shares of 
Applicant's common stock. Upon the election, reelection or appointment 
of an Eligible Director to the Board other than at the

[[Page 6323]]

annual stockholders' meeting, that Eligible Director will be granted an 
option to purchase that number of shares of common stock determined by 
multiplying 12,000 by a fraction, the numerator of which is equal to 
the number of whole months remaining in the new director's term and the 
denominator of which is 36. The options granted under the Director Plan 
will vest and become exercisable with respect to one-third of the 
number of shares covered by such option on each of the first three 
anniversaries of the date of the grant.
    4. Under the terms of the Director Plan, the exercise price of an 
option will be the ``Fair Market Value'' of Applicant's common stock, 
which is the closing price of the common stock as reported in the Wall 
Street Journal, Northeast Edition, as quoted on the NASDAQ Global 
Select Market on the date of grant, or if no such market value exists, 
the fair market value of a share of common stock as determined by the 
Board pursuant to a reasonable method adopted in good faith for such 
purpose. Options granted under the Director Plan will expire ten years 
from the date of grant and may not be transferred other than by will or 
the laws of descent and distribution. Any Eligible Director holding 
exercisable options under the Director Plan who ceases to be an 
Eligible Director for any reason, other than permanent disability, 
death or removal for cause, may exercise the rights the director had 
under the options on the date the director ceased to be an Eligible 
Director for a period of up to three months following that date. No 
additional options held by the director will become exercisable after 
the three month period. In the event of removal of an Eligible Director 
for cause, all outstanding options held by such director shall 
terminate as of the date of the director's removal. Upon the permanent 
disability or death of an Eligible Director, those entitled to do so 
under the director's will or the laws of descent and distribution will 
have the right, at any time within twelve months after the date of 
permanent disability or death, to exercise in whole or in part any 
rights which were available to the director at the time of the 
director's permanent disability or death.
    5. Applicant's officers and employees, including employee 
directors, are currently eligible to receive options under Applicant's 
Amended and Restated 2006 Employee Stock Option Plan (the ``2006 
Employee Plan''), which replaced the Amended and Restated 1996 Stock 
Option Plan (the ``1996 Employee Plan''), which expired on May 21, 
2006. Applicant's employees are also eligible to receive grants of 
restricted stock under its 2009 Employee Restricted Stock Plan (the 
``2009 Restricted Stock Plan'').\5\ Eligible Directors are not eligible 
to receive restricted stock under the 2009 Restricted Stock Plan or 
stock options under the 2006 Employee Plan and are only eligible to 
receive stock options under the 2006 Amended Director Plan currently 
and under the Director Plan on the Order Date.
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    \5\ The 2009 Restricted Stock Plan provides for the periodic 
grant of shares of restricted stock (i.e., stock that, at the time 
of issuance, is subject to certain forfeiture restrictions and thus 
is restricted as to its transferability until such forfeiture 
restrictions have lapsed) to employees. On February 13, 2015 the 
Board approved the 2015 Employee Restricted Stock Plan (the ``2015 
Restricted Stock Plan''), providing for the periodic grants of 
shares of restricted stock for its employees, which will become 
effective when approved by both Applicant's stockholders and the 
Commission.
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    6. Under the Director Plan, the 2015 Restricted Stock Plan, the 
2009 Restricted Stock Plan, the 2006 Amended Director Plan and the 2006 
Employee Plan, an aggregate of 2,545,909 shares of Applicant's common 
stock have been reserved for issuance to Applicant's directors, 
officers and employees (300,000 shares are reserved for issuance under 
the Director Plan, 700,000 shares are reserved for issuance under the 
2015 Restricted Stock Plan, 545,909 shares are reserved for issuance 
under the 2009 Restricted Stock Plan,\6\ 200,000 shares are reserved 
for issuance under the 2006 Amended Director Plan, and 800,000 shares 
are reserved for issuance under the 2006 Employee Plan). Applicant has 
no restricted stock, warrants, options or rights to purchase its 
outstanding voting securities other than those granted or to be granted 
to its directors, officers and employees pursuant to the 2015 
Restricted Stock Plan, the 2009 Restricted Stock Plan, the Director 
Plan, the 2006 Amended Director Plan, the 2006 Employee Plan and the 
1996 Employee Plan.\7\
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    \6\ Under the 2009 Restricted Stock Plan, 800,000 shares were 
initially reserved for issuance, but as of June 11, 2015, no future 
issuances of grants are permitted under the 2009 Restricted Stock 
Plan.
    \7\ No options remain issued, issuable or exercisable under the 
1996 Director Plan or the 2006 Director Plan.
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    7. The amount of voting securities of Applicant that would, on the 
Order Date, result from the grant of all restricted stock issued or 
issuable under the 2009 Restricted Stock Plan and 2015 Restricted Stock 
Plan is 1,245,909 shares; from the exercise of all options issued or 
issuable to Applicant's directors under the Director Plan is 300,000 
shares; from the exercise of all options issued or issuable to 
Applicant's directors under the 2006 Amended Director Plan is 153,000 
shares; from the exercise of all options issued or issuable to 
Applicant's officers and employees under the 2006 Employee Plan is 
422,520 shares; and from the exercise of all options issued or issuable 
to Applicant's officers and employees under the 1996 Employee Plan is 
58,442 shares, which totals approximately 5.12%, 1.23%, 0.63%, 1.74%, 
and 0.24%, respectively, of the 24,346,693 shares of Applicant's common 
stock outstanding on December 31, 2015. This totals 2,179,871 shares in 
the aggregate, or approximately 8.95% of the 24,346,693 shares of 
Applicant's common stock outstanding on December 31, 2015.

Applicant's Legal Analysis

    1. Section 63(3) of the Act permits a BDC to sell its common stock 
at a price below current net asset value upon the exercise of any 
option issued in accordance with section 61(a)(3). Section 61(a)(3)(B) 
of the Act provides, in pertinent part, that a BDC may issue to its 
non-employee directors options to purchase its voting securities 
pursuant to an executive compensation plan, provided that: (a) The 
options expire by their terms within ten years; (b) the exercise price 
of the options is not less than the current market value of the 
underlying securities at the date of the issuance of the options, or if 
no market exists, the current net asset value of the voting securities; 
(c) the proposal to issue the options is authorized by the BDC's 
shareholders, and is approved by order of the Commission upon 
application; (d) the options are not transferable except for 
disposition by gift, will or intestacy; (e) no investment adviser of 
the BDC receives any compensation described in section 205(a)(1) of the 
Investment Advisers Act of 1940, except to the extent permitted by 
paragraph (b)(1) or (b)(2) of that section; and (f) the BDC does not 
have a profit-sharing plan as described in section 57(n) of the Act.
    2. In addition, section 61(a)(3) provides that the amount of the 
BDC's voting securities that would result from the exercise of all 
outstanding warrants, options, and rights at the time of issuance may 
not exceed 25% of the BDC's outstanding voting securities, except that 
if the amount of voting securities that would result from the exercise 
of all outstanding warrants, options, and rights issued to the BDC's 
directors, officers, and employees pursuant to any executive 
compensation plan would exceed 15% of the BDC's outstanding voting 
securities, then the total amount of voting securities that would 
result from the exercise of all

[[Page 6324]]

outstanding warrants, options, and rights at the time of issuance will 
not exceed 20% of the outstanding voting securities of the BDC.
    3. Applicant represents that its proposal to grant certain stock 
options to Eligible Directors under the Director Plan meets all the 
requirements of section 61(a)(3) of the Act. Applicant states that the 
Board is actively involved in the oversight of Applicant's affairs and 
that it relies extensively on the judgment and experience of its Board. 
In addition to their duties as Board members generally, Applicant 
states that the Eligible Directors provide guidance and advice on 
financial and operational issues, credit and loan policies, asset 
valuation and strategic direction, as well as serving on committees. 
Applicant believes that the availability of options under the Director 
Plan will provide significant at-risk incentives to Eligible Directors 
to remain on the Board and devote their best efforts to ensure 
Applicant's success. Applicant states that the options will provide a 
means for the Eligible Directors to increase their ownership interests 
in Applicant, thereby ensuring close alignment of their interests with 
those of Applicant and its stockholders. Applicant asserts that by 
providing incentives such as options, Applicant will be better able to 
maintain continuity in the Board's membership and to attract and retain 
the highly experienced, successful and motivated business and 
professional people who are critical to Applicant's success as a BDC.
    4. As noted above, Applicant states that the amount of voting 
securities that would on the Order Date result from the grant of all 
restricted stock issued or issuable under the 2009 Restricted Stock 
Plan and 2015 Restricted Stock Plan and the exercise of all outstanding 
options issued or issuable to the directors, officers, and employees 
under the Director Plan, 2006 Amended Director Plan, the 2006 Employee 
Plan and the 1996 Employee Plan would be 2,179,871 shares of 
Applicant's common stock, or approximately 8.95% of Applicant's shares 
of common stock outstanding on December 31, 2015, which is below the 
percentage limitations in the Act. Applicant asserts that, given the 
relatively small amount of common stock issuable to Eligible Directors 
upon their exercise of options under the Director Plan, the exercise of 
such options would not, absent extraordinary circumstances, have a 
substantial dilutive effect on the net asset value of Applicant's 
common stock.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-02222 Filed 2-4-16; 8:45 am]
BILLING CODE 8011-01-P



                                                  6322                           Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices

                                                    (b) compliance with the collateral                    September 25, 2015 and January 14,                       Bank.2 Applicant is managed by its
                                                  requirements as set forth in the                        2016.                                                    executive officers under the supervision
                                                  application;                                            HEARING OR NOTIFICATION OF HEARING: An                   of its board of directors (‘‘Board’’).
                                                    (c) compliance with the percentage                    order granting the application will be                   Applicant’s investment decisions are
                                                  limitations on interfund borrowing and                  issued unless the Commission orders a                    made by its executive officers under
                                                  lending;                                                hearing. Interested persons may request                  authority delegated by the Board.
                                                    (d) allocation of interfund borrowing                 a hearing by writing to the                              Applicant does not have an external
                                                  and lending demand in an equitable                      Commission’s Secretary and serving                       investment adviser within the meaning
                                                  manner and in accordance with                           Applicant with a copy of the request,                    of section 2(a)(20) of the Act.
                                                  procedures established by the Board;                    personally or by mail. Hearing requests                  Applicant’s common stock is listed on
                                                  and                                                     should be received by the Commission                     the NASDAQ Global Select Market.
                                                    (e) that the Interfund Loan Rate does                                                                             2. Applicant requests an order under
                                                                                                          by 5:30 p.m. on February 26, 2016, and
                                                  not exceed the interest rate on any third                                                                        section 61(a)(3)(B) of the Act approving
                                                                                                          should be accompanied by proof of
                                                  party borrowings of a borrowing Fund at                                                                          its proposal to grant certain stock
                                                                                                          service on Applicant, in the form of an
                                                  the time of the Interfund Loan.                                                                                  options under the Director Plan to its
                                                                                                          affidavit or, for lawyers, a certificate of
                                                    Additionally, each Fund’s                                                                                      Eligible Directors.3 Applicant has an
                                                                                                          service. Pursuant to rule 0–5 under the
                                                  independent public accountants, in                                                                               eight member Board, six of whom are
                                                                                                          Act, hearing requests should state the                   Eligible Directors. Five of the six
                                                  connection with their audit examination
                                                                                                          nature of the writer’s interest, any facts               Eligible Directors on the Board are not
                                                  of the Fund, will review the operation
                                                                                                          bearing upon the desirability of a                       ‘‘interested persons’’ (as defined in
                                                  of the Interfund Lending Program for
                                                                                                          hearing on the matter, the reason for the                section 2(a)(19) of the Act) of Applicant.
                                                  compliance with the conditions of the
                                                                                                          request, and the issues contested.                       The Board approved the Director Plan at
                                                  application and their review will form
                                                                                                          Persons who wish to be notified of a                     a meeting held on March 12, 2015, and
                                                  the basis, in part, of the auditor’s report
                                                                                                          hearing may request notification by                      Applicant’s stockholders approved the
                                                  on internal accounting controls in Form
                                                                                                          writing to the Commission’s Secretary.                   Director Plan at the annual meeting of
                                                  N–SAR.
                                                    18. No Fund will participate in the                   ADDRESSES: Secretary, U.S. Securities                    stockholders held on June 5, 2015. The
                                                  Interfund Lending Program, upon                         and Exchange Commission, 100 F Street                    Director Plan will become effective on
                                                  receipt of requisite regulatory approval,               NE., Washington, DC 20549–1090;                          the date on which the Commission
                                                  unless it has fully disclosed in its                    Applicant, 437 Madison Avenue, 38th                      issues an order on the application (the
                                                  registration statement on Form N–1A (or                 Floor, New York, New York 10022.                         ‘‘Order Date’’).4
                                                  any successor form adopted by the                       FOR FURTHER INFORMATION CONTACT:
                                                                                                                                                                      3. Applicant’s Eligible Directors
                                                  Commission) all material facts about its                Deepak T. Pai, Senior Counsel, at (202)                  currently are eligible to receive stock
                                                  intended participation.                                 551–6876, or Mary Kay Frech, Branch                      options under the 2006 Amended
                                                                                                          Chief, at (202) 551–6821 (Division of                    Director Plan and will be eligible to
                                                    For the Commission, by the Division of                                                                         receive options under the Director Plan
                                                  Investment Management, under delegated                  Investment Management, Office of Chief
                                                  authority.                                              Counsel).                                                on the Order Date. Under the Director
                                                                                                                                                                   Plan, a maximum of 300,000 shares of
                                                  Robert W. Errett,                                       SUPPLEMENTARY INFORMATION: The                           Applicant’s common stock, in the
                                                  Deputy Secretary.                                       following is a summary of the                            aggregate, may be issued to Eligible
                                                  [FR Doc. 2016–02199 Filed 2–4–16; 8:45 am]              application. The complete application                    Directors and there is no limit on the
                                                  BILLING CODE 8011–01–P                                  may be obtained via the Commission’s                     number of shares of Applicant’s
                                                                                                          Web site by searching for the file                       common stock that may be issued to any
                                                                                                          number, or an applicant using the                        one Eligible Director. The Director Plan
                                                  SECURITIES AND EXCHANGE                                 Company name box, at http://                             provides for automatic grants of stock
                                                  COMMISSION                                              www.sec.gov/search/search.htm or by                      options to Eligible Directors. At each
                                                  [Investment Company Act Release No.                     calling (202) 551–8090.                                  annual meeting of Applicant’s
                                                  31977; 812–14458]                                       Applicant’s Representations                              stockholders after the Order Date, each
                                                                                                                                                                   Eligible Director elected or re-elected at
                                                  Medallion Financial Corp.; Notice of                       1. Applicant, a Delaware corporation,                 such meeting to a three-year term will
                                                  Application                                             is a business development company                        automatically be granted an option to
                                                                                                          (‘‘BDC’’) within the meaning of section                  purchase 12,000 shares of Applicant’s
                                                  February 1, 2016.
                                                                                                          2(a)(48) of the Act.1 Applicant is a                     common stock. Upon the election,
                                                  AGENCY:   Securities and Exchange                       specialty finance company that has a                     reelection or appointment of an Eligible
                                                  Commission (the ‘‘Commission’’).                        leading position in originating,                         Director to the Board other than at the
                                                  ACTION: Notice of an application for an                 acquiring and servicing loans that
                                                  order under section 61(a)(3)(B) of the                  finance taxicab medallions and various                      2 Applicant also conducts business through its

                                                  Investment Company Act of 1940 (the                     types of commercial businesses.                          asset-based lending division, Medallion Business
                                                  ‘‘Act’’).                                                                                                        Credit, an originator of loans to small businesses for
                                                                                                          Applicant operates its businesses                        the purpose of financing inventory and receivables.
                                                                                                          through four wholly-owned                                   3 The Eligible Directors receive a $39,655 per year
                                                  SUMMARY OF APPLICATION:    Applicant,                   subsidiaries, Medallion Funding LLC,                     retainer payment, $3,965 for each Board meeting
                                                  Medallion Financial Corp., requests an                  Medallion Capital, Inc., Freshstart                      attended, $1,130 for each telephonic Board meeting,
                                                  order approving a proposal to grant                                                                              from $1,700 to $3,965 for each committee meeting
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                          Venture Capital Corp., and Medallion                     attended, and reimbursement for related expenses.
                                                  certain stock options to directors who                                                                              4 Applicant previously obtained similar relief for
                                                  are not also employees or officers of                     1 Section 2(a)(48) defines a BDC to be any closed-     its Amended and Restated 1996 Non-Employee
                                                  Applicant (the ‘‘Eligible Directors’’)                  end investment company that operates for the             Director Stock Option Plan (the ‘‘1996 Director
                                                  under its 2015 Non-Employee Director                    purpose of making investments in securities              Plan’’), the 2006 Non-Employee Director Stock
                                                  Stock Option Plan (the ‘‘Director Plan’’).              described in sections 55(a)(1) through 55(a)(3) of the   Option Plan (the ‘‘2006 Director Plan’’), and the
                                                                                                          Act and makes available significant managerial           First Amended and Restated 2006 Non-Employee
                                                  FILING DATES: The application was filed                 assistance with respect to the issuers of such           Director Stock Option Plan (the ‘‘2006 Amended
                                                  on May 12, 2015, and amended on                         securities.                                              Director Plan’’).



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                                                                                 Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices                                               6323

                                                  annual stockholders’ meeting, that                      are also eligible to receive grants of                   Director Plan is 153,000 shares; from the
                                                  Eligible Director will be granted an                    restricted stock under its 2009                          exercise of all options issued or issuable
                                                  option to purchase that number of                       Employee Restricted Stock Plan (the                      to Applicant’s officers and employees
                                                  shares of common stock determined by                    ‘‘2009 Restricted Stock Plan’’).5 Eligible               under the 2006 Employee Plan is
                                                  multiplying 12,000 by a fraction, the                   Directors are not eligible to receive                    422,520 shares; and from the exercise of
                                                  numerator of which is equal to the                      restricted stock under the 2009                          all options issued or issuable to
                                                  number of whole months remaining in                     Restricted Stock Plan or stock options                   Applicant’s officers and employees
                                                  the new director’s term and the                         under the 2006 Employee Plan and are                     under the 1996 Employee Plan is 58,442
                                                  denominator of which is 36. The                         only eligible to receive stock options                   shares, which totals approximately
                                                  options granted under the Director Plan                 under the 2006 Amended Director Plan                     5.12%, 1.23%, 0.63%, 1.74%, and
                                                  will vest and become exercisable with                   currently and under the Director Plan                    0.24%, respectively, of the 24,346,693
                                                  respect to one-third of the number of                   on the Order Date.                                       shares of Applicant’s common stock
                                                  shares covered by such option on each                      6. Under the Director Plan, the 2015                  outstanding on December 31, 2015. This
                                                  of the first three anniversaries of the                 Restricted Stock Plan, the 2009                          totals 2,179,871 shares in the aggregate,
                                                  date of the grant.                                      Restricted Stock Plan, the 2006                          or approximately 8.95% of the
                                                     4. Under the terms of the Director                   Amended Director Plan and the 2006                       24,346,693 shares of Applicant’s
                                                  Plan, the exercise price of an option will              Employee Plan, an aggregate of                           common stock outstanding on December
                                                  be the ‘‘Fair Market Value’’ of                         2,545,909 shares of Applicant’s common                   31, 2015.
                                                  Applicant’s common stock, which is the                  stock have been reserved for issuance to
                                                  closing price of the common stock as                    Applicant’s directors, officers and                      Applicant’s Legal Analysis
                                                  reported in the Wall Street Journal,                    employees (300,000 shares are reserved                      1. Section 63(3) of the Act permits a
                                                  Northeast Edition, as quoted on the                     for issuance under the Director Plan,                    BDC to sell its common stock at a price
                                                  NASDAQ Global Select Market on the                      700,000 shares are reserved for issuance                 below current net asset value upon the
                                                  date of grant, or if no such market value               under the 2015 Restricted Stock Plan,                    exercise of any option issued in
                                                  exists, the fair market value of a share                545,909 shares are reserved for issuance                 accordance with section 61(a)(3).
                                                  of common stock as determined by the                    under the 2009 Restricted Stock Plan,6                   Section 61(a)(3)(B) of the Act provides,
                                                  Board pursuant to a reasonable method                   200,000 shares are reserved for issuance                 in pertinent part, that a BDC may issue
                                                  adopted in good faith for such purpose.                 under the 2006 Amended Director Plan,                    to its non-employee directors options to
                                                  Options granted under the Director Plan                 and 800,000 shares are reserved for                      purchase its voting securities pursuant
                                                  will expire ten years from the date of                  issuance under the 2006 Employee                         to an executive compensation plan,
                                                  grant and may not be transferred other                  Plan). Applicant has no restricted stock,                provided that: (a) The options expire by
                                                  than by will or the laws of descent and                 warrants, options or rights to purchase                  their terms within ten years; (b) the
                                                  distribution. Any Eligible Director                     its outstanding voting securities other                  exercise price of the options is not less
                                                  holding exercisable options under the                   than those granted or to be granted to its               than the current market value of the
                                                  Director Plan who ceases to be an                       directors, officers and employees                        underlying securities at the date of the
                                                  Eligible Director for any reason, other                 pursuant to the 2015 Restricted Stock                    issuance of the options, or if no market
                                                  than permanent disability, death or                     Plan, the 2009 Restricted Stock Plan, the                exists, the current net asset value of the
                                                  removal for cause, may exercise the                     Director Plan, the 2006 Amended                          voting securities; (c) the proposal to
                                                  rights the director had under the options               Director Plan, the 2006 Employee Plan                    issue the options is authorized by the
                                                  on the date the director ceased to be an                and the 1996 Employee Plan.7                             BDC’s shareholders, and is approved by
                                                  Eligible Director for a period of up to                    7. The amount of voting securities of                 order of the Commission upon
                                                  three months following that date. No                    Applicant that would, on the Order                       application; (d) the options are not
                                                  additional options held by the director                 Date, result from the grant of all                       transferable except for disposition by
                                                  will become exercisable after the three                 restricted stock issued or issuable under                gift, will or intestacy; (e) no investment
                                                  month period. In the event of removal                   the 2009 Restricted Stock Plan and 2015                  adviser of the BDC receives any
                                                  of an Eligible Director for cause, all                  Restricted Stock Plan is 1,245,909                       compensation described in section
                                                  outstanding options held by such                        shares; from the exercise of all options                 205(a)(1) of the Investment Advisers Act
                                                  director shall terminate as of the date of              issued or issuable to Applicant’s                        of 1940, except to the extent permitted
                                                  the director’s removal. Upon the                        directors under the Director Plan is                     by paragraph (b)(1) or (b)(2) of that
                                                  permanent disability or death of an                     300,000 shares; from the exercise of all                 section; and (f) the BDC does not have
                                                  Eligible Director, those entitled to do so              options issued or issuable to Applicant’s                a profit-sharing plan as described in
                                                  under the director’s will or the laws of                directors under the 2006 Amended                         section 57(n) of the Act.
                                                  descent and distribution will have the                                                                              2. In addition, section 61(a)(3)
                                                  right, at any time within twelve months                   5 The 2009 Restricted Stock Plan provides for the      provides that the amount of the BDC’s
                                                  after the date of permanent disability or               periodic grant of shares of restricted stock (i.e.,      voting securities that would result from
                                                  death, to exercise in whole or in part                  stock that, at the time of issuance, is subject to       the exercise of all outstanding warrants,
                                                                                                          certain forfeiture restrictions and thus is restricted   options, and rights at the time of
                                                  any rights which were available to the                  as to its transferability until such forfeiture
                                                  director at the time of the director’s                  restrictions have lapsed) to employees. On February
                                                                                                                                                                   issuance may not exceed 25% of the
                                                  permanent disability or death.                          13, 2015 the Board approved the 2015 Employee            BDC’s outstanding voting securities,
                                                     5. Applicant’s officers and employees,               Restricted Stock Plan (the ‘‘2015 Restricted Stock       except that if the amount of voting
                                                  including employee directors, are                       Plan’’), providing for the periodic grants of shares     securities that would result from the
                                                                                                          of restricted stock for its employees, which will
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                                                  currently eligible to receive options                   become effective when approved by both
                                                                                                                                                                   exercise of all outstanding warrants,
                                                  under Applicant’s Amended and                           Applicant’s stockholders and the Commission.             options, and rights issued to the BDC’s
                                                  Restated 2006 Employee Stock Option                       6 Under the 2009 Restricted Stock Plan, 800,000        directors, officers, and employees
                                                  Plan (the ‘‘2006 Employee Plan’’), which                shares were initially reserved for issuance, but as      pursuant to any executive compensation
                                                  replaced the Amended and Restated                       of June 11, 2015, no future issuances of grants are      plan would exceed 15% of the BDC’s
                                                                                                          permitted under the 2009 Restricted Stock Plan.
                                                  1996 Stock Option Plan (the ‘‘1996                        7 No options remain issued, issuable or                outstanding voting securities, then the
                                                  Employee Plan’’), which expired on                      exercisable under the 1996 Director Plan or the          total amount of voting securities that
                                                  May 21, 2006. Applicant’s employees                     2006 Director Plan.                                      would result from the exercise of all


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                                                  6324                           Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices

                                                  outstanding warrants, options, and                        For the Commission, by the Division of              NW., and will be escorted to the South
                                                  rights at the time of issuance will not                 Investment Management, pursuant to                    Building. Persons arriving later will
                                                  exceed 20% of the outstanding voting                    delegated authority.                                  need to make arrangements for entry
                                                  securities of the BDC.                                  Robert W. Errett,                                     using the contact information provided
                                                                                                          Deputy Secretary.                                     below. If you are unable to attend the
                                                     3. Applicant represents that its
                                                  proposal to grant certain stock options                 [FR Doc. 2016–02222 Filed 2–4–16; 8:45 am]            public meeting and would like to
                                                  to Eligible Directors under the Director                BILLING CODE 8011–01–P                                participate from a remote location,
                                                  Plan meets all the requirements of                                                                            teleconferencing will be available.
                                                  section 61(a)(3) of the Act. Applicant                                                                           Public Participation: This meeting is
                                                  states that the Board is actively involved              DEPARTMENT OF STATE                                   open to the public, subject to the
                                                  in the oversight of Applicant’s affairs                                                                       capacity of the meeting room. Access to
                                                                                                          [Public Notice: 9435]                                 the building is strictly controlled. For
                                                  and that it relies extensively on the
                                                  judgment and experience of its Board. In                                                                      pre-clearance purposes, those planning
                                                                                                          Advisory Committee on Private                         to attend should email pil@state.gov
                                                  addition to their duties as Board                       International Law: Public Meeting on                  providing full name, address, date of
                                                  members generally, Applicant states                     Online Dispute Resolution                             birth, citizenship, driver’s license or
                                                  that the Eligible Directors provide
                                                                                                            The Office of the Assistant Legal                   passport number, and email address.
                                                  guidance and advice on financial and
                                                                                                          Adviser for Private International Law,                This information will greatly facilitate
                                                  operational issues, credit and loan
                                                                                                          Department of State, hereby gives notice              entry into the building. A member of the
                                                  policies, asset valuation and strategic
                                                                                                          that the Online Dispute Resolution                    public needing reasonable
                                                  direction, as well as serving on
                                                                                                          (ODR) Study Group of the Advisory                     accommodation should email
                                                  committees. Applicant believes that the
                                                                                                          Committee on Private International Law                pil@state.gov not later than February 12.
                                                  availability of options under the
                                                                                                          (ACPIL) will hold a public meeting. The               Requests made after that date will be
                                                  Director Plan will provide significant at-
                                                                                                          ACPIL ODR Study Group will meet to                    considered, but might not be able to be
                                                  risk incentives to Eligible Directors to
                                                                                                          discuss the next session of the                       fulfilled. If you would like to participate
                                                  remain on the Board and devote their                                                                          by telephone, please email pil@state.gov
                                                  best efforts to ensure Applicant’s                      UNCITRAL Online Dispute Resolution
                                                                                                          (ODR) Working Group, scheduled for                    to obtain the call-in number and other
                                                  success. Applicant states that the                                                                            information.
                                                  options will provide a means for the                    February 29 to March 4 in New York.
                                                                                                          This is not a meeting of the full                        Data from the public is requested
                                                  Eligible Directors to increase their                                                                          pursuant to Public Law 99–399
                                                  ownership interests in Applicant,                       Advisory Committee.
                                                                                                            At the July 2015 plenary session of                 (Omnibus Diplomatic Security and
                                                  thereby ensuring close alignment of                                                                           Antiterrorism Act of 1986), as amended;
                                                  their interests with those of Applicant                 UNCITRAL, the ODR Working Group
                                                                                                          was instructed ‘‘to continue its work                 Public Law 107–56 (USA PATRIOT
                                                  and its stockholders. Applicant asserts                                                                       Act); and E.O. 13356. The purpose of
                                                  that by providing incentives such as                    towards elaborating a non-binding
                                                                                                          descriptive document reflecting                       the collection is to validate the identity
                                                  options, Applicant will be better able to                                                                     of individuals who enter Department
                                                                                                          elements of an ODR process, on which
                                                  maintain continuity in the Board’s                                                                            facilities.
                                                                                                          elements the Working Group had
                                                  membership and to attract and retain                                                                             The data will be entered into the
                                                                                                          previously reached consensus,
                                                  the highly experienced, successful and                                                                        Visitor Access Control System (VACS–
                                                                                                          excluding the question of the final stage
                                                  motivated business and professional                                                                           D) database. Please see the Security
                                                                                                          of the ODR process (arbitration/non-
                                                  people who are critical to Applicant’s                                                                        Records System of Records Notice
                                                                                                          arbitration).’’ Report of the United
                                                  success as a BDC.                                                                                             (State-36) at https://foia.state.gov/_docs/
                                                                                                          Nations Commission on International
                                                     4. As noted above, Applicant states                  Trade Law, 48th Session (29 June–16                   SORN/State-36.pdf for additional
                                                  that the amount of voting securities that               July 2015), A/70/17, para. 352. At its                information.
                                                  would on the Order Date result from the                 November 2015 session, the Working                      Dated: January 28, 2016.
                                                  grant of all restricted stock issued or                 Group based its deliberations on a                    Michael J. Dennis,
                                                  issuable under the 2009 Restricted Stock                proposal for Technical Notes on Online                Attorney-Adviser, Office of Private
                                                  Plan and 2015 Restricted Stock Plan and                 Dispute Resolution submitted by                       International Law, Office of the Legal Adviser,
                                                  the exercise of all outstanding options                 Colombia and the United States. A/                    U.S. Department of State.
                                                  issued or issuable to the directors,                    CN.9/WG.III/XXXII/CRP.3. The proposal                 [FR Doc. 2016–02304 Filed 2–4–16; 8:45 am]
                                                  officers, and employees under the                       by Colombia and the United States, as                 BILLING CODE 4710–08–P
                                                  Director Plan, 2006 Amended Director                    well as the documents for the upcoming
                                                  Plan, the 2006 Employee Plan and the                    session of the Working Group are
                                                  1996 Employee Plan would be 2,179,871                   available at the following link: http://              DEPARTMENT OF STATE
                                                  shares of Applicant’s common stock, or                  www.uncitral.org/uncitral/commission/
                                                  approximately 8.95% of Applicant’s                      working_groups/3Online_Dispute_                       [Public Notice: 9434]
                                                  shares of common stock outstanding on                   Resolution.html. The reports of the
                                                                                                                                                                60-Day Notice of Proposed Information
                                                  December 31, 2015, which is below the                   earlier sessions of the Working Group
                                                                                                                                                                Collection: Office of Language
                                                  percentage limitations in the Act.                      are available at the same link.
                                                                                                                                                                Services Contractor Application
                                                  Applicant asserts that, given the                         Time and Place: The meeting of the
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  relatively small amount of common                       ACPIL ODR Study Group will take place                       Notice of request for public
                                                                                                                                                                ACTION:
                                                  stock issuable to Eligible Directors upon               on Friday February 23 from 10 a.m. to                 comment.
                                                  their exercise of options under the                     12 noon EST at 2430 E Street NW.,
                                                  Director Plan, the exercise of such                     South Building (SA 4S) (Navy Hill),                   SUMMARY:  The Department of State is
                                                  options would not, absent extraordinary                 Room 240. Participants should arrive at               seeking Office of Management and
                                                  circumstances, have a substantial                       Navy Hill before 9:45 a.m. for visitor                Budget (OMB) approval for the
                                                  dilutive effect on the net asset value of               screening. Participants will be met at                information collection described below.
                                                  Applicant’s common stock.                               the Navy Hill gate at 23rd and D Streets              In accordance with the Paperwork


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Document Created: 2016-02-05 00:17:11
Document Modified: 2016-02-05 00:17:11
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of an application for an order under section 61(a)(3)(B) of the Investment Company Act of 1940 (the ``Act'').
DatesThe application was filed on May 12, 2015, and amended on September 25, 2015 and January 14, 2016.
ContactDeepak T. Pai, Senior Counsel, at (202) 551-6876, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Office of Chief Counsel).
FR Citation81 FR 6322 

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