Proskauer Rose LLP 1001 Pennsylvania Avenue, NW Suite 600 South Washington, DC
20004-2533
| October 12, 2021
By EDGAR
United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: John Ganley, Esq. |
William J. Tuttle Partner d +1.202.416.6860 f +1.202.416.6899 WTuttle@proskauer.com www.proskauer.com | |||
| Re: | Gladstone Investment Corporation |
Registration Statement on Form N-2, File No. 333-259302
Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2021, File No. 814-00704
Ladies and Gentlemen,
On behalf of Gladstone Investment Corporation, a Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Registration Statement on Form N-2, File No. 333-259302 (the “Registration Statement”), and Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2021, File No. 814-00704 (the “2021 Form 10-K”), on October 8, 2021 between John Ganley of the Staff and William J. Tuttle of Proskauer Rose LLP, outside counsel to the Company. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Except as provided in this letter, terms used in this letter have the meanings given to them in the Registration Statement.
| 1. | Please confirm that the Company does not currently have authorization to issue shares of its common stock at prices below net asset value. |
Response:
The Company confirms that it does not presently have authorization to issue shares of its common stock at prices below net asset value.
| 2. | Please confirm that future Annual Reports on Form 10-K will include ten years of financial highlights. |
Response:
The Company confirms that future Annual Reports on Form 10-K that are incorporated by reference into a registration statement on Form N-2 will include ten years of financial highlights.
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John Ganley, Esq.
October 12, 2021
Page 2
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If you have any questions, please feel free to contact the undersigned by telephone at 202.416.6860 (or by email at wtuttle@proskauer.com) or Erin Lett by telephone at 202.416.6829 (or by email at elett@proskauer.com). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ William J. Tuttle
William J. Tuttle
| cc: | Julia Ryan, Gladstone Investment Corporation |
Michael LiCalsi, The Gladstone Companies
Erich Hellmold, The Gladstone Companies
Erin Lett, Proskauer Rose LLP