0000919574-12-001839.txt : 20120223 0000919574-12-001839.hdr.sgml : 20120223 20120223104722 ACCESSION NUMBER: 0000919574-12-001839 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120223 DATE AS OF CHANGE: 20120223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Medley Capital Corp CENTRAL INDEX KEY: 0001490349 IRS NUMBER: 274576073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86732 FILM NUMBER: 12632507 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3304 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-759-0777 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3304 CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: Medley Capital BDC LLC DATE OF NAME CHANGE: 20100426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Medley Opportunity Fund Ltd. CENTRAL INDEX KEY: 0001494092 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES LTD STREET 2: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1- 9007 BUSINESS PHONE: 345-949-9876 MAIL ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES LTD STREET 2: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1- 9007 SC 13G 1 d1267190_13-g.htm d1267190_13-g.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.)*


Medley Capital Corporation
(Name of Issuer)


Common Stock, $.001 par value per share
(Title of Class of Securities)


58503F106
(CUSIP Number)


December 31, 2011
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[X]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 


CUSIP No.
58503F106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Medley Opportunity Fund, Ltd.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
4,776,658
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
4,776,658
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
4,776,658
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
27.6%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
  

 
 
 


CUSIP No.
58503F106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Medley Capital, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
4,776,658
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
4,776,658
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
4,776,658
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
27.6%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
  

 
 
 



CUSIP No.
58503F106
    

Item 1.
(a).
Name of Issuer:
  
   
Medley Capital Corporation
  
     

 
(b).
Address of issuer's principal executive offices:
  
   
375 Park Avenue, Suite 3304
New York, NY 10152
United States of America
 
  
     

Item 2.
(a).
Name of person filing:
  
   
Medley Opportunity Fund, Ltd.
Medley Capital, LLC
 
  
     

 
(b).
Address or principal business office or, if none, residence:
  
   
 
Medley Opportunity Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
 
Medley Capital, LLC
375 Park Avenue, Suite 3304
New York, NY 10152
United States of America
 
  
     

 
(c).
Citizenship:
  
   
Medley Opportunity Fund, Ltd. – Cayman Islands exempted company
Medley Capital, LLC – Delaware limited liability company
  
     

 
(d).
Title of class of securities:
  
   
Common Stock, $.001 par value per share
  
     

 
(e).
CUSIP No.:
  
       
   
58503F106


 
 
 


Item 3.
  
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 

   
 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
   
Medley Opportunity Fund, Ltd. – 4,776,658
Medley Capital, LLC – 4,776,658
     

 
(b)
Percent of class:
     
   
Medley Opportunity Fund, Ltd. – 27.6%
Medley Capital, LLC – 27.6%
 


 
 
 


 
(c)
Number of shares as to which the person has:
     

   
(i)
Sole power to vote or to direct the vote
     
 
Medley Opportunity Fund, Ltd. – 0
Medley Capital, LLC – 0
 
       
   
(ii)
Shared power to vote or to direct the vote
     
 
Medley Opportunity Fund, Ltd. – 4,776,658
Medley Capital, LLC – 4,776,658
       
   
(iii)
Sole power to dispose or to direct the disposition of
  
     
 
Medley Opportunity Fund, Ltd. – 0
Medley Capital, LLC – 0
       
   
(iv)
Shared power to dispose or to direct the disposition of
  
     
 
Medley Opportunity Fund, Ltd. – 4,776,658
Medley Capital, LLC – 4,776,658
   
   

Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
 
 
N/A
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   


 
 
 


Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   

Item 10.
Certification.

 
 
 
N/A
   

 

 
 
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
February 23, 2012
 
(Date)
   
   
          MEDLEY OPPORTUNITY FUND, LTD.
          By:  /s/ Andrew Fentress
                 Andrew Fentress, Managing Member

          MEDLEY CAPITAL, LLC
          By:  /s/ Andrew Fentress
                 Andrew Fentress, Managing Member


 




 


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 

Exhibit A
 
AGREEMENT
 
The undersigned agree that this Schedule 13G, dated February 23, 2012 relating to the Common Stock, $.001 par value per share, of Medley Capital Corporation shall be filed on behalf of the undersigned.
 
   
          MEDLEY OPPORTUNITY FUND, LTD.
          By:  /s/ Andrew Fentress
               Andrew Fentress, Managing Member

          MEDLEY CAPITAL, LLC
          By:  /s/ Andrew Fentress
               Andrew Fentress, Managing Member

 
SK 25535 0001 1267190