PhenixFIN Corp — Director's Dealing 2019

Oct 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Medley Capital Corp (MCC)
CIK: 0001490349
Period of Report: 2019-10-25

Reporting Person: Taube Seth (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-25	Common Stock, par value $0.001 per share	S	1778588	—	Disposed	5978350	Indirect
2019-10-28	Common Stock, par value $0.001 per share	S	5978350	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	142510	Indirect
Common Stock, par value $0.001 per share	35000	Indirect

Footnotes

F1: Prior to October 28, 2019, Medley Seed Funding I LLC, a limited liability company controlled by Medley LLC, held 7,756,938 shares of common stock acquired pursuant to a Master Investment Agreement, dated as of June 3, 2016 (the "Master Investment Agreement"), among Medley LLC, Medley Seed Funding I LLC, Medley Seed Funding II LLC, Medley Seed Funding III LLC, DB MED Investor I LLC and DB MED Investor II LLC. The Reporting Person, together with Brook Taube, controls Medley LLC and previously disclaimed beneficial ownership of the reported shares of common stock except to the extent of his pecuniary interest therein. On October 25, 2019 and October 28, 2019, in accordance with its obligations under the Master Investment Agreement, Medley Seed Funding I LLC distributed 1,778,588 and 5,978,350 shares of common stock, respectively, held by it to DB MED Investor I LLC. As a result of the foregoing, Medley Seed Funding I LLC does not beneficially own any shares of common Stock.

F2: The disposition of shares of common stock was in connection with the Master Investment Agreement as described in footnote (1) and there was no consideration paid in connection with the disposition reported herein.

F3: These securities are held by a trust for the benefit of the Reporting Person's family, for which the Reporting Person serves as a trustee.

F4: These securities are held by The Seth and Angie Taube Foundation, Inc., which is a 501(c)(3) charitable organization.