CION Investment Corporation

Director's Dealing • May 17, 2023

Date: 05/15/2023 09:19 AM

Check this box if no longer subject to Section

1. Form 4 or Form 5 obligations may continue.

Toppan Merrill

FORM 4

See Instruction 1(b).

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

OM	B A PP RO VA L
OM B N umb er:	323 5-02 87
Esti mat ed a vera ge burd en h ours per resp ons e	0.5

* 1. N nd Ad dre of R rtin g P am e a ss epo ers on Bre aks e R obe rt A ton			2. I er N nd Tic ker Tra din Sym bol e a ssu am or g CIO N I Co [ CIO N ] stm ent nve rp	5. R ela tion shi f R rtin g P on( s) t o Is p o epo ers sue r (Ch e) eck all plic abl ap
				X Dire cto r	Ow 10% ner
	(Las t) (Fir st) (Mid dle)			Off ice r (g ive titl e b elo w)	Oth er ( cify be low ) spe
			3. D of Ear lies t Tr ion (M h/D /Ye ar) ate act ont ans ay
C/O CI ON IN VE ST ME NT CO RP 100 PA RK AV EN UE 25T H F L ,			05/ 12/ 202 3
(Str eet)			4. I f A ndm , Da f O rigi nal Fil ed (Mo nth /Da /Ye ar) ent te o me y	6. I ndi vid ual or J oin t/G p F iling (C hec k A ppl ica ble rou	Lin e)
YO NE W RK	NY	100 17		X For m f iled On e R rtin
				by g P epo ers on
				For m f iled by Mo han On e R rtin re t epo	g P ers on
(Cit y)	(Sta te)	(Zip )
-1( c) T Rul e 1 0b5 ran sac	tion Ind icat ion

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.

eri tiv e S uri tie uir Dis f, o efi cia Ta ble I – No n-D s A ed d o r B lly O ed va ec cq po se en wn ,
of S (Ins ) 1. T itle rity tr. 3 ecu	2. T acti Dat rans on e nth/ /Ye (Mo Day ar)	2A. De d 3. T acti eme rans on Cod Exe cuti Dat e (I nstr . 8) on e, if a ny		4. S (A) d O f (D ) ritie s A ired Disp ecu cqu or ose (Ins tr. 3 , 4 a nd 5 )			f Se 5. A nt o curi ties mou Ow Ben efic ially ned Fo llow ing Rep orte d T acti on(s ) rans	6. O rshi p F wne orm : Dire ct ( D) o r In dire ct ( I) (Ins tr. 4 )	7. N atu f re o Indi rect Ben efic ial
		(Mo nth/ Day /Ye ar)	Cod e	V	Am t oun	(A) or ( D)	Pric e	(Ins tr. 3 d 4) an		Ow hip (Ins tr. ners 4)
\$0 Co Sto ck, .00 1 p alu mm on ar v e	05/ 12/ 202 3		P		(1) 2, 395	A	(2) \$9. 33	(3) 9, 096	I	See Fo otn ote (4)

Ta ble II De riv ati Se riti A uir ed Dis d o f, o r B efi cia lly O ed ve cu es cq po se en wn – , (e. lls tio rtib le riti ) ts, ts, g., pu ca , w arr an op ns , c on ve se cu es
1. T itle of D eriv ativ e S rity (Ins tr. 3 ) ecu	2. Con ion vers or E ise xerc Pric e of Der ivat ive Sec urity	3. T acti rans on Dat e (Mo nth/ Day /Ye ar)	3A. De d 4. T acti 5. N umb eme rans on Exe cuti Dat Cod e (I . 8) Der ivat nstr on e, if a Acq uire ny (Mo nth/ Day /Ye ar) Dis ed pos (Ins tr. 3 , 4 and 5)		f 6. D Exe rcis able ate er o ive Sec urit ies and Ex pira tion Da te d (A ) or (Mo nth/ Day /Ye ar) of ( D)		7. T itle and Am t of Sec uriti es U nde rlyin oun g Der ivat ive Sec urity (In 3 a nd 4 ) str.		8. P rice of Der ivat ive Sec urity (Ins ) tr. 5	9. N umb f er o Der ivat ive Sec uriti es Ben efic ially Ow ned Foll owi ng R rted epo Tra ctio n(s) nsa	10. Ow hip ners For Dire ct m: (D) or I ndir ect (I) ( Inst r. 4 )	11. Nat of ure Indi rect Ben efic ial Ow hip ners (Ins tr. 4 )
				Cod e	V	(A)	(D)	Dat e Exe rcis able	Exp irati on Dat e	Title	Am t or oun Num ber of Sha res		(Ins ) tr. 4

Explanation of Responses:

1. Represents the aggregate of purchases effected on the same trading day at different prices.

2. Represents the weighted average purchase price per share. The shares were purchased at prices ranging from \$9.19 to \$9.35 per share. Full information regarding the number of shares purchased at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

3. Includes 701 shares acquired under the Issuer's distribution reinvestment plan.

4. 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.

Date 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