SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Powell Tanner
(Last) (First) (Middle)
C/O MIDCAP FINANCIAL INVESTMENT
CORPORATION, 9 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MidCap Financial Investment Corp [ MFIC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/07/2018 J(1) 403 D $17.73 110,517(5) D
Common Stock 09/30/2020 J(1) 155 D $13.83 110,517(5) D
Common Stock 12/31/2020 J(1) 9,102 D $13.83 110,517(5) D
Common Stock 02/17/2022 J(2) 36,928 A $13.67 110,517(5) D
Common Stock 03/03/2022 J(1) 9,152 D $13.2 110,517(5) D
Common Stock 02/10/2023 J(3) 40,228 A $12.21 110,517(5) D
Common Stock 03/03/2023 J(1) 8,277 D $12.09 110,517(5) D
Common Stock 02/09/2024 J(1) 9,007 D $13.95 110,517(5) D
Common Stock 07/22/2024 A(4) 7,351 A (4) 110,517(5) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a disposition for tax withholding purposes in connection with the vesting of restricted stock units.
2. Represents a grant of restricted stock units ("RSUs"). Such RSUs vest in three equal annual installments commencing on February 17, 2022.
3. Represents a grant of restricted stock units ("RSUs"). Such RSUs vest in three equal annual installments commencing on February 10, 2023.
4. Acquired upon the completion of, and pursuant to the transactions contemplated by, the Agreement and Plan of Merger, dated as of November 7, 2023, by and among MidCap Financial Investment Corporation, a Maryland corporation ("MFIC"), Apollo Senior Floating Rate Fund Inc., a Maryland corporation ("AFT"), AFT Merger Sub, Inc., a Maryland corporation, and Apollo Investment Management, L.P., a Delaware limited partnership (the "AFT Merger Agreement"). Pursuant to the AFT Merger Agreement, each share of AFT's common stock, par value $0.001 per share, was converted into the right to receive 0.9547 shares of MFIC's common stock, par value $0.001 per share (subject to adjustment for cash payable in lieu of fractional shares). The acquisition reported in this Form 4 is an exempt transaction.
5. The number of securities beneficially owned following the reported transaction reflects ownership as of the date of this filing based on available records of the Reporting Person's transactions and other information provided to the Issuer. In addition to this filing, on the date hereof, Reporting Person is filing amendments to other Forms 4 (the "Filings") and the number of securities reported herein as beneficially owned is inclusive of the securities reported in the Filings. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from the transactions to the Issuer.
Remarks:
On November 30, 2018, the Issuer effected a 1 for 3 reverse stock split. All shares are reflected on a post stock split basis and reflect the Reporting Person's beneficial ownership of the securities as of the date of this filing.
/s/ Kristin Hester, as Attorney-in-Fact 11/12/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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