CION Investment Corporation

Major Shareholding Notification • Aug 14, 2024

Date: 08/13/2024 08:18 AM

Client: 24-21555-1_CION Investment Corporation_[Breakstone Robert A]_4 File: tm2421555-1_4seq1.xml Type: 4 Pg: 1 of 1

Toppan Merrill

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

	OM B A PP RO VA L
OMB Num ber:		3235 -028 7
Esti ed a mat vera ge burd en h ours per resp onse		0.5

Che ck th is bo x if no lo bjec Sec tion Form t to 16. nge r su . Se 4 or For m 5 oblig atio onti e In stru ction ns m ay c nue
1(b)

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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ive S 1. T itle o f De rivat rity (Ins tr. 3 ) ecu	2. Con ion vers or E ise xerc Pric e of Der ivat ive	3. T actio rans n Date (Mo nth/ Day /Yea r)	3A. Dee med Exe cutio n Da te, if an y (Mo nth/ Day /Yea r)	n Co 4. T actio de rans (Inst r. 8)		5. N umb f De rivat ive er o Sec uritie s Ac quire d (A ) or Disp osed of ( D) ( Inst r. 3, 4 and 5)		6. D ate Exe rcisa ble a nd Exp iratio n Da te (Mo nth/ Day /Yea r)		f Se 7. T itle a nd A nt o curit ies U nde rlyin mou g Deri vativ e Se curit y (In str. 3 an d 4)		8. P rice of Der ivat ive Sec urity (Ins tr. 5)	9. N umb f er o Deri vativ e Se curit ies Ben efici ally Own ed Follo wing Rep d orte Tran ion(s ) (In 4) sact str.	10. O rship wne Form : Dir ect (D) or In dire ct (I ) (Inst r. 4)	11. Natu f re o Indir ect Ben efici al Own ersh ip (Inst r. 4)
	Sec urity			Cod e	V	(A)	(D)	Date Exe rcisa ble	Exp iratio n Date	Title	Amo or N umb unt er of S hare s

Explanation of Responses:

1. Includes 2,484.98 shares acquired under the Issuer's distribution reinvestment plan.

2. An IRA is the record holder of these Shares. Mr. Breakstone is the direct beneficiary with sole voting and investment power with respect to the Shares held by the IRA.

Remarks:

Director Exhibit List: Exhibit 24.0 - Power of Attorney

/s/ Eric A. Pinero, Attorney-in-Fact

** Signature of Reporting Person

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.

Toppan Merrill

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Mark Gatto, Michael A. Reisner, Stephen Roman and Eric A. Pinero and each of them, as the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact's name, place, and stead, in any and all capacities, to:

1. execute for and on behalf of the undersigned, in the undersigned's capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, of CION Investment Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act;

2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and stock exchange or similar authority, including without limitation, completing and filing an application for EDGAR codes (i.e., CIK and CCC codes); and

3. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of the such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of March, 2022.

Signature: /s/ Robert A. Breakstone

Name: Robert A. Breakstone