SC 13D 1 third.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 3/23/15 1. NAME OF REPORTING PERSON Bulldog Investors, LLC 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 466,568 8. SHARED VOTING POWER 429,041 9. SOLE DISPOSITIVE POWER 466,568 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 429,041 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 895,609 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.03% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 466,568 8. SHARED VOTING POWER 429,041 9. SOLE DISPOSITIVE POWER 466,568 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 429,041 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 895,609 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.03% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 466,568 8. SHARED VOTING POWER 429,041 9. SOLE DISPOSITIVE POWER 466,568 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 429,041 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 895,609 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.03% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Steven Samuels 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 466,568 8. SHARED VOTING POWER 429,041 9. SOLE DISPOSITIVE POWER 466,568 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 429,041 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 895,609 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.03% 14. TYPE OF REPORTING PERSON IN _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of BDCA Venture, Inc. ("BDCV" or the "Issuer"). The principal executive offices of STC are located at 5251 DTC Parkway, SUite 1100 Grenwood Village, CO 80111 Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels. (b) The business address of the reporting persons is Park 80 West-Plaza Two, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663. (c) Bulldog Investors,LLC is a registered investment adviser. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors,LLC. (d) n/a (e) n/a (f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of clients of Bulldog Investors,LLC. ITEM 4. PURPOSE OF TRANSACTION See exhibit 99 - Letter to the Board of Directors ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the 10-Q filed on October 29, 2014, there were 9,922,971 shares of common stock outstanding as of October 29, 2014. The percentages set forth herein were derived using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a registered investment advisor. As of March 20, 2015, Bulldog Investors, LLC is deemed to be the beneficial owner of 895,609 shares of BDCV (representing 9.03% of BDCV's outstanding shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of,and dispose of, these shares. These 895,609 shares of BDCV include 466,568 shares (representing 4.70% of BDCV's outstanding shares) that are beneficially owned by the following entities over which Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity Partners, LP (collectively, "Bulldog Investors Group of Funds"). Bulldog Investors Group of Funds may be deemed to constitute a group. All other shares included in the aforementioned 895,609 shares of BDCV beneficially owned by Bulldog Investors LLC (solely by virtue of its power to sell or direct the vote of these shares) are also beneficially owned by clients of Bulldog Investors,LLC who are not members of any group. The total number of these "non-group" shares is 429,041 shares (representing 4.33% of BDCV's outstanding shares). (b)Bulldog Investors,LLC has sole power to dispose of and vote 466,568 shares. Bulldog Investors, LLC has shared power to dispose of and vote 429,041 shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more than 5% of BDCV's shares) share this power with Bulldog Investors, LLC. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC. c) During the past 60 days the following shares of BDCV were purchased: Date: Shares: Price: 01/28/15 9,700 4.9104 01/29/15 1,100 4.9410 02/03/15 1,200 4.9016 02/04/15 3,100 4.9019 02/05/15 100 4.9800 02/10/15 24,920 4.9130 02/11/15 18,266 4.8911 02/12/15 15,000 4.8800 02/13/15 5,591 4.9439 02/17/15 6,057 4.8468 02/18/15 7,773 4.8657 02/19/15 4,000 4.8192 02/20/15 3,205 4.8922 02/23/15 6,897 4.9443 02/24/15 15,907 4.9840 02/25/15 1,126 4.9200 03/02/15 16,380 4.8717 03/03/15 12,452 4.8596 03/04/15 7,932 4.8546 03/05/15 13,958 4.8905 03/06/15 5,900 4.9000 03/09/15 8,767 4.8639 03/10/15 3,078 4.8517 03/11/15 2,442 4.8614 03/12/15 40,000 4.8660 03/13/15 8,907 4.8642 03/16/15 6,900 4.8100 03/17/15 6,653 4.8951 03/17/15 1,559 4.8700 03/18/15 5,715 4.8888 03/19/15 201 4.8899 03/20/15 9,800 4.8694 d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS See exhibit 99 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. Dated: 3/23/15 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Bulldog Investors, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit 1: Agreement to Make Joint Filing Agreement made as of the 23rd day of March, 2015, by and among Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of BDCA Venture, Inc.(BDCV), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of BDCV; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By:/s/ Phillip Goldstein By:/s/ Andrew Dakos Phillip Goldstein Andrew Dakos BULLDOG INVESTORS, LLC By: /s/ Steven Samuels By: /s/ Andrew Dakos Steven Samuels Andrew Dakos, Member