8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2015 (November 2, 2015)

CĪON Investment Corporation

 (Exact Name of Registrant as Specified in Charter)

Maryland	000-54755	45-3058280
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36th Floor

New York, New York 10016

  (Address of Principal Executive Offices)

(212) 418-4700

(Registrant’s telephone number, including area code)

Not applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modification to Rights of Security Holders.

On November 2, 2015, CĪON Investment Corporation (“CĪON”) further amended and restated its distribution reinvestment plan (the “Second Amended DRIP” and, as further amended and restated, the “Third Amended DRIP”).  The Third Amended DRIP will be effective as of, and will first apply to the reinvestment of cash distributions paid on or after, the closing of CĪON’s continuous public offering by no later than December 31, 2015.

Under the Second Amended DRIP, cash distributions to participating shareholders are reinvested in additional shares of common stock of CĪON (“Shares”) at a purchase price equal to 90% of the public offering price per Share in effect as of the date of issuance.

Under the Third Amended DRIP, cash distributions to participating shareholders will be reinvested in additional Shares at a purchase price determined by the board of directors of CĪON (the “Board”) or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per Share determined in good faith by the Board or a committee thereof, in its sole discretion, immediately prior to the payment of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date. No other material terms of the Second Amended DRIP have been amended in connection with the Third Amended DRIP.

The foregoing description of the Third Amended DRIP is a summary only and is qualified in all respects by the provisions of the Third Amended DRIP, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.

 Item 8.01. Other Events

On November 2, 2015, CĪON amended the terms of its quarterly share repurchase program. The amendments to the share repurchase program will be effective as of CĪON’s quarterly repurchase offer for the fourth quarter of 2015, which will commence in November 2015 and will be completed in January 2016.

Under the existing share repurchase program, CĪON offers to repurchase Shares on a quarterly basis at a price equal to 90% of the public offering price per Share in effect on each date of repurchase. Under the amended share repurchase program, CĪON will offer to repurchase Shares at a price equal to the price at which Shares are issued pursuant to the Third Amended DRIP on the distribution date coinciding with such Share repurchase date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
4.1	Third Amended and Restated Distribution Reinvestment Plan of CĪON Investment Corporation

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CĪON Investment Corporation
Date:	November 5, 2015	By: /s/ Michael A. Reisner
		Co-President and Co-Chief Executive Officer

EXHIBIT LIST

EXHIBIT NUMBER	DESCRIPTION
4.1	Third Amended and Restated Distribution Reinvestment Plan of CĪON Investment Corporation

EX-4.1

Exhibit 4.1

THIRD AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN

OF

CĪON INVESTMENT CORPORATION

CĪON Investment Corporation, a Maryland corporation (the “Corporation”), hereby adopts the following third amended and restated distribution reinvestment plan (the “Plan”), effective immediately upon the termination of the Corporation’s continuous offering pursuant to its registration statement on Form N-2 (File No. 333-178646), with respect to distributions declared by its board of directors (the “Board”) on shares of the Corporation’s common stock, $0.001 par value (“Common Stock”). The Plan amends and restates in its entirety the Corporation’s second amended and restated distribution reinvestment plan previously in effect:

1.   Each stockholder of record may enroll in the Plan by providing the Reinvestment Agent (as defined below) with written notice, except that a stockholder may only participate in the Plan, and sales to a stockholder under the Plan may only occur, if the Corporation maintains its registration, or an exemption from registration is available, in the stockholder’s state of residence. To enroll in the Plan, such stockholder shall notify the Corporation’s reinvestment agent, transfer agent and registrar (collectively the “Reinvestment Agent”), in writing so that such notice is received by the Reinvestment Agent no later than the record date fixed by the Board for the distribution involved. If a stockholder elects to enroll in the Plan, all distributions thereafter declared by the Board shall be payable in shares of Common Stock as provided herein, and no action shall be required on such stockholder’s part to receive a distribution in Common Stock. If a stockholder wishes to receive its distributions in cash, no action is required.

2.   Subject to the Board’s discretion and applicable legal restrictions, the Corporation intends to authorize and declare distributions on a monthly basis and pay such distributions on either a monthly or a quarterly basis or on such other date or dates as may be fixed from time to time by the Board to stockholders of record at the close of business on the record date for the distribution involved.

3.   The Corporation shall use newly-issued shares of its Common Stock to implement the Plan. The number of newly-issued shares of Common Stock to be issued to a stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by the Issuance Price. The “Issuance Price” shall mean a price per share of Common Stock, determined by the Board or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per share of Common Stock determined in good faith by the Board or a committee thereof, in its sole discretion, immediately prior to the payment of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date. There will be no selling commissions, dealer manager fees or other sales charges on shares of Common Stock issued to a stockholder under the Plan. The Corporation shall pay the Reinvestment Agent’s fees under the Plan.

4.   The Reinvestment Agent will set up an account for shares of Common Stock acquired pursuant to the Plan for each stockholder who has elected to enroll in the Plan (each a “Participant”). The Reinvestment Agent may hold each Participant’s shares of Common Stock, together with the shares of Common Stock of other Participants, in non-certificated form in the Reinvestment Agent’s name or that of its nominee.

5.   The Reinvestment Agent will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable, but not later than ten (10) business days after the date thereof. Distributions on fractional shares of Common Stock will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Reinvestment Agent will adjust for any such undivided fractional interest in cash at the Issuance Price of the Common Stock at the time of termination.

6.   The shares of Common Stock issued pursuant to the Plan will have the same voting rights as the shares of Common Stock issued pursuant to the Corporation’s public offering. The Reinvestment Agent will forward to each Participant any Corporation-related proxy solicitation materials and each Corporation report or other communication to stockholders, and will vote any shares of Common Stock held by it under the Plan in accordance with the instructions set forth on proxies returned by Participants to the Corporation.

7.   In the event that the Corporation makes available to its stockholders rights to purchase additional shares of Common Stock or other securities, the shares of Common Stock held by the Reinvestment Agent for each Participant under the Plan will be used in calculating the number of rights to be issued to the Participant. Transaction processing may either be curtailed or suspended until completion of any stock dividend, stock split or corporate action.

8.   The Reinvestment Agent’s service fee, if any, and expenses for administering the Plan will be paid for by the Corporation.

9.   Each Participant may terminate his, her or its account under the Plan by so notifying the Reinvestment Agent via the Corporation’s website at www.cioninvestment.com, or by sending the request form to the Reinvestment Agent at DST Systems, Inc, 1055 Broadway, 7th Floor, Kansas City, Missouri 64105. Such termination will be effective immediately if the Participant’s notice is received by the Reinvestment Agent at least two (2) business days prior to any distribution record date; otherwise, such termination will be effective only with respect to any subsequent distribution.

10.   The Corporation may terminate the Plan at any time upon written notice to each Participant at least thirty (30) days prior to any record date for the payment of any distributions by the Corporation. Upon any termination, the Reinvestment Agent will credit the Participant’s account for the full shares of Common Stock held for the Participant under the Plan and a cash adjustment for any fractional shares of Common Stock to be delivered to the Participant without charge to the Participant. If a Participant elects by his, her or its written notice to the Reinvestment Agent in advance of termination to have the Reinvestment Agent sell part or all of his, her or its shares of Common Stock and remit the proceeds to the Participant, the Reinvestment Agent is authorized to deduct a $15 transaction fee plus a $0.10 per share brokerage commission from the proceeds.

11.   In addition, the Corporation may amend or supplement the Plan at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by sending to each Participant appropriate notice at least ten (10) days prior to the effective date thereof. Such notice may be sent electronically to each Participant. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Reinvestment Agent receives written notice of the termination of his, her or its account under the Plan. Any such amendment may include changes to the timing and payment of the monthly distribution, an appointment by the Reinvestment Agent in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Reinvestment Agent under these terms and conditions, or any other amendments that may be deemed appropriate. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such successor agent, for each Participant’s account, all dividends and distributions payable on shares of Common Stock of the Corporation held in the Participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

12.   The Reinvestment Agent will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors, unless such error is caused by the Reinvestment Agent’s negligence, bad faith, or willful misconduct or that of its employees or agents.

13.   These terms and conditions shall be governed by the laws of the State of Maryland.

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