SEC FORM 4

SEC FORM 4 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

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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).

1. Name and Address of Reporting Person^*

Klein Mark D

(Last)

(First)

(Middle)

C/O SURO CAPITAL CORP.

ONE SANSOME STREET, SUITE 730

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SURO CAPITAL CORP. [ SSSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2021		A⁽¹⁾		125,000⁽¹⁾	A	$0	689,696⁽²⁾	D
Common Stock	12/13/2021		P		10,000	A	$11.76⁽³⁾	699,696⁽²⁾	D
Common Stock	12/14/2021		P		11,600	A	$11.37⁽⁴⁾	711,296⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted shares granted under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan, which vest as follows: 1/3 vests on December 10, 2022, 1/3 vests on December 10, 2023 and 1/3 vests on December 10, 2024.

2. This total includes (i) 1,667 shares of the SuRo Capital Corp.'s (the "Company") common stock owned by Mr. Klein's spouse, which may be deemed to be beneficially owned by Mr. Klein, (ii)(A) 154,362 restricted shares granted under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan, which vest as follows: 1/3 vests on February 10, 2022, 1/3 vests on February 10, 2023 and 1/3 vests on February 10, 2024, and (B) 60,060 shares of the Company's common stock acquired in connection with dividends on such restricted shares, which are restricted and subject to the same vesting schedule as such restricted shares, and (iii) 125,000 restricted shares granted under the SuRo Capital Corp. Amended and Restated 2019 Equity Incentive Plan, which vest as follows: 1/3 vests on December 10, 2022, 1/3 vests on December 10, 2023 and 1/3 vests on December 10, 2024.

3. The price reported in Column 4 is a weighted-average price, rounded to the nearest hundredth. These shares were purchased in multiple transactions at prices ranging from $11.74 to $11.78 per share, inclusive. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted-average price, rounded to the nearest hundredth. These shares were purchased in multiple transactions at prices ranging from $11.34 to $11.38 per share, inclusive. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Company or a security holder of the Company full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	/s/ Mark D. Klein	12/14/2021
	** 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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SEC Form 4: Klein Mark D was granted 125,000 shares and bought $249,492 worth of shares (21,600 units at $11.55), increasing direct ownership by 26% to 711,296 units