LOGO

June 7, 2013

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Edward P. Bartz, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

  Re: Gladstone Investment Corporation

Registration Statement on Form N-2, as amended

File No. 333-181879

Dear Mr. Bartz:

Gladstone Investment Corporation (the “Company”) filed Post-Effective Amendment No. 2 to the Registration Statement (“Post-Effective Amendment No. 2”) under the Securities Act of 1933 (the “Securities Act”) via EDGAR as a POS 8C filing on June 7, 2013. The Registration Statement relates to the shelf offering from time to time, in one or more offerings or series, together or separately, of up to $300,000,000 worth of the Company’s common stock, preferred stock, subscription rights, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock, or debt securities under Rule 415 of the Securities Act.

The Company respectfully requests that the staff of the Securities and Exchange Commission afford Post-Effective Amendment No. 2 selective review in accordance with Securities Act Release No. 33-6510 (February 15, 1984). The disclosure contained in Post-Effective Amendment No. 2 is substantially similar to the disclosure contained in the Company’s Pre-Effective Amendment No. 1 to the Registration Statement filed on July 17, 2012 that was declared effective on July 26, 2012 (the “2012 Registration Statement”). Post-Effective Amendment No. 2 has been updated primarily to include the audited financial statements for the year ended March 31, 2013, and related financial information and data for the year ended March 31, 2013, including updated information on the Company’s portfolio investments. Additionally, Post-Effective Amendment No. 2 also updates the Company’s limited revisions to its investment objectives and strategies, as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31 2013, and as much other information as was practicable to a more recent date. All of the updated information and disclosures included in this Post-Effective Amendment No. 2 has already been included in filings made pursuant to the Securities Exchange Act of 1934 filed since the 2012 Registration Statement.

If you have any questions or comments regarding the foregoing, please feel free to contact me via phone at (703) 287-5860 or contact our outside counsel, Helen W. Brown with Bass, Berry & Sims PLC at (901) 543-5918 or via email at hwbrown@bassberry.com.

 

Sincerely,
GLADSTONE INVESTMENT CORPORATION
/s/ David Watson
David Watson
Chief Financial Officer and Treasurer