0001504304-15-000106.txt : 20150724 0001504304-15-000106.hdr.sgml : 20150724 20150724133055 ACCESSION NUMBER: 0001504304-15-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150724 DATE AS OF CHANGE: 20150724 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP OF FUNDS GROUP MEMBERS: BULLDOG INVESTORS, LLC GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BDCA VENTURE, INC. CENTRAL INDEX KEY: 0001444706 IRS NUMBER: 262582882 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84489 FILM NUMBER: 151004160 BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY, SUITE 1100 CITY: Greenwood Village STATE: CO ZIP: 80111 BUSINESS PHONE: 720-889-0139 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY, SUITE 1100 CITY: Greenwood Village STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: KEATING CAPITAL INC DATE OF NAME CHANGE: 20080908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors, LLC CENTRAL INDEX KEY: 0001504304 IRS NUMBER: 270926182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: Brooklyn Capital Management LLC DATE OF NAME CHANGE: 20101026 SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 7/24/15 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 622,348 8. SHARED VOTING POWER 518,569 9. SOLE DISPOSITIVE POWER 622,348 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 518,569 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,140,917 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.65% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Bulldog Investors Group of Funds 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] 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 622,348 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 622,348 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 622,348 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.35% 14. TYPE OF REPORTING PERSON IC ___________________________________________________________ 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 622,348 8. SHARED VOTING POWER 518,569 9. SOLE DISPOSITIVE POWER 622,348 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 518,569 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,140,917 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.65% 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 622,348 8. SHARED VOTING POWER 518,569 9. SOLE DISPOSITIVE POWER 622,348 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 518,569 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,140,917 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.65% 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 622,348 8. SHARED VOTING POWER 518,569 9. SOLE DISPOSITIVE POWER 622,348 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 518,569 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,140,917 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.65% 14. TYPE OF REPORTING PERSON IN _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #4 to the schedule 13d filed March 23, 2015. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION Please see attached letter to the Secretary of the SEC. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the 10-Q filed on May 15, 2015, there were 9,793,994 shares of common stock outstanding as of May 13, 2015. 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 July 23, 2015, Bulldog Investors, LLC is deemed to be the beneficial owner of 1,140,917 shares of BDCV (representing 11.65% 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 1,140,917 shares of BDCV include 622,348 shares (representing 6.35% 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 1,140,917 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 518,569 shares (representing 5.30% of BDCV's outstanding shares). (b)Bulldog Investors,LLC has sole power to dispose of and vote 622,348 shares. Bulldog Investors, LLC has shared power to dispose of and vote 518,569 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) Since the last filing on June 11, 2015 the following shares of BDCV were purchased: Date: Shares: Price: 06/17/15 4,600 4.8000 06/18/15 5,294 4.7500 06/19/15 21,176 4.7469 06/29/15 862 4.5000 07/07/15 178 4.6944 07/08/15 400 4.6200 07/09/15 10,000 4.7820 07/10/15 1,000 4.6000 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 Exhibit A 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: 7/24/15 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 A: Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 (201) 201-881-7109 // Fax: (201) 556-0097 // sdarling@bulldoginvestors.com July 24, 2015 VIA FIRST CLASS MAIL Brent J. Fields Secretary U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 Release No. IC-31598; File No. 812-14368; Business Development Corporation of America, et al. Request For Hearing Prior to Issuance of an Order Under Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the "Act") and Rule 17d-1 Under the Act to Permit Certain Joint Transactions Otherwise Prohibited by Sections 17(d) and 57(a)(4) of the Act and Rule 17d-1 Under the Act Dear Mr. Fields: By letter to you dated June 8, 2015, Bulldog Investors, LLC ("Bulldog") requested that the Commission hold a hearing prior to issuing the above- referenced order. In light of recent events regarding BDCA Venture, Inc. ("BDCA Venture"), including our understanding that steps are being taken to request that BDCA Venture be removed from the exemptive application seeking the above-referenced order, we hereby withdraw our request. Any comments or questions regarding this request may be addressed to the undersigned at (410) 658-7491, email: sdarling@bulldoginvestors.com. Very truly yours, /S/ Stephanie Darling Stephanie Darling General Counsel cc: James A. Tanaka, General Counsel, RCS Capital, 405 Park Avenue, 14th Floor, New York, NY, 10022 Robert Errett, Office of the Secretary of the U.S. Securities and Exchange Commission (via email: errettr@sec.gov)