Amendment: Director Stein Elliot Jr was granted 1,234 shares, increasing direct ownership by 26% to 5,908 units (SEC Form 4)
$MFIC
Finance/Investors Services
Finance
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MidCap Financial Investment Corp [ MFIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/24/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/22/2024 | A | 668 | A | (1) | 5,342 | D | |||
| Common Stock | 07/22/2024 | A | 566 | A | (2) | 5,908 | D | |||
| Common Stock | 3,533 | I | Elliot Stein Jr. Defined Benefit Plan | |||||||
| Common Stock | 910 | I | By Spouse | |||||||
| Common Stock | 3,245 | I | Elliot H. Stein Irrevocable Trust FBO Elliot H. Stein Jr. U/A DTD 4/18/85 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Acquired upon the completion of, and pursuant to the transactions contemplated by, the Agreement and Plan of Merger, dated as of November 7, 2023, by and among MidCap Financial Investment Corporation, a Maryland corporation ("MFIC"), Apollo Senior Floating Rate Fund Inc., a Maryland corporation ("AFT"), AFT Merger Sub, Inc., a Maryland corporation, and Apollo Investment Management, L.P., a Delaware limited partnership (the "AFT Merger Agreement"). Pursuant to the AFT Merger Agreement, each share of AFT's common stock, par value $0.001 per share, was converted into the right to receive 0.9547 shares of MFIC's common stock, par value $0.001 per share (subject to adjustment for cash payable in lieu of fractional shares). The acquisition reported in this Form 4 is an exempt transaction. |
| 2. Acquired upon the completion of, and pursuant to the transactions contemplated by, the Agreement and Plan of Merger, dated as of November 7, 2023, by and among MidCap Financial Investment Corporation, a Maryland corporation ("MFIC"), Apollo Tactical Income Fund Inc., a Maryland corporation ("AIF"), AIF Merger Sub, Inc., a Maryland corporation, and Apollo Investment Management, L.P., a Delaware limited partnership (the "AIF Merger Agreement"). Pursuant to the AIF Merger Agreement, each share of AIF's common stock, par value $0.001 per share, was converted into the right to receive 0.9441 shares of MFIC's common stock, par value $0.001 per share (subject to adjustment for cash payable in lieu of fractional shares). The acquisition reported in this Form 4 is an exempt transaction. |
| Remarks: |
| The original Form 4 filed on July 24, 2024 is being amended by this Form 4 amendment to correct the number of shares beneficially owned both directly and indirectly. The original Form 4 filing inadvertently consolidated all ownership under direct ownership. Exhibit List: Exhibit 24- Power of Attorney |
| /s/ Kristin Hester, as Attorney-in-Fact | 01/09/2026 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||