UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 FORM 10-Q 
  (Mark One)x

          

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED June 30, 2016  o

          

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 814-00852 
 GSV Capital Corp. (Exact name of registrant as specified in its charter) 
  Maryland

          

          27-4443543(State of incorporation)

          

          (I.R.S. Employer Identification No.)
  2925 Woodside Road Woodside, CA

          

          94062(Address of principal executive offices)

          

          (Zip Code)
 (650) 235-4769 (Registrants telephone number, including area code) 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes o No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer o

          

          Accelerated filer xNon-accelerated filer o (do not check if a smaller reporting company)

          

          Smaller reporting company o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x The issuer had 22,181,003 shares of common stock, $0.01 par value per share, outstanding as of August 9, 2016.
     TABLE OF CONTENTS GSV CAPITAL CORP.  TABLE OF CONTENTS  PAGEPART I.FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)





1Condensed Consolidated Statements of Assets and Liabilities as of June 30, 2016 and December 31, 2015





1Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015





3Condensed Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2016 and 2015





5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015





6Condensed Consolidated Schedule of Investments as of June 30, 2016





7Condensed Consolidated Schedule of Investments as of December 31, 2015





13Notes to Condensed Consolidated Financial Statements as of June 30, 2016





19Note 1  Nature of Operations and Significant Accounting Policies





19Note 2  Related-Party Arrangements





27Note 3  Investments at Fair Value





29Note 4  Equity Offerings and Related Expenses





35Note 5  Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share  Basic and Diluted





35Note 6  Commitments and Contingencies





36Note 7  Financial Highlights





37Note 8  Income Taxes





38Note 9  Long-Term Liabilities





39Note 10  Subsequent Events





41Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations





43Forward-Looking Statements





43Overview





44Investments  (Portfolio Activity)





45Results of Operations





46Liquidity and Capital Resources





50Equity Issuances & Debt Capital Activities





50Contractual Obligations





51Off-Balance Sheet Arrangements





51Distributions





51Borrowings





52Related-Party Transactions





53Critical Accounting Policies





55Recent Developments





57Item 3.Quantitative and Qualitative Disclosures About Market Risk





57Item 4.Controls and Procedures





58
 i    TABLE OF CONTENTS PAGEPART II.OTHER INFORMATIONItem 1.Legal Proceedings





59Item 1A.Risk Factors





59Item 2.Unregistered Sales of Equity Securities and Use of Proceeds





59Item 3.Defaults Upon Senior Securities





59Item 4.Mine Safety Disclosure





59Item 5.Other Information





59Item 6.Exhibits





60Schedules 12-14  Schedules of Investments in and Advances to Affiliates (unaudited) as of June 30, 2016 and December 31, 2015





61Signatures





68
 ii    TABLE OF CONTENTS Item 1. Condensed Consolidated Financial Statements (Unaudited) GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES(UNAUDITED)  June 30, 2016

          

          December 31, 2015ASSETSInvestments at fair value:Investments in controlled securities (cost of $22,831,552 and $21,830,392, respectively)(1)

          

          $

          23,666,295

          

          

          $

          22,871,790Investments in affiliated securities (cost of $71,984,912 and $73,942,123, respectively)(1)

          

          

          62,705,806

          

          

          

          66,075,585Investments in non-controlled/non-affiliated securities (cost of $197,104,024 and $197,577,328, respectively)

          

          

          226,652,817

          

          

          

          260,861,392Investments in treasury bill (cost of $29,999,640 and $29,999,968, respectively)

          

          

          29,999,700

          

          

          

          30,000,000Investments owned and pledged (amortized cost of $1,849,291 and $3,675,192, respectively)(2)

          

          

          1,850,371

          

          

          

          3,676,693Total Investments (cost of $323,769,419 and $327,025,003, respectively)

          

          

          344,874,989

          

          

          

          383,485,460Cash

          

          

          2,457,294

          

          

          

          13,349,877Restricted cash

          

          

          75,681

          

          

          

          52,931Due from:GSV Asset Management(1)

          

          

          1,623

          

          

          

          220,770Portfolio companies(1)

          

          

          52,492

          

          

          

          56,371Interest and dividends receivable

          

          

          137,448

          

          

          

          97,183Prepaid expenses and other assets

          

          

          163,720

          

          

          

          227,826Deferred financing costs(3)

          

          

          298,984

          

          

          

          352,653Total Assets

          

          

          348,062,231

          

          

          

          397,843,071LIABILITIESDue to:GSV Asset Management(1)

          

          

          532,690

          

          

          

          5,047,429Accounts payable and accrued expenses

          

          

          267,097

          

          

          

          105,587Accrued incentive fees(1)

          

          

          9,288,757

          

          

          

          17,314,565Accrued management fees(1)

          

          

          583,472

          

          

          

          683,423Accrued interest payable

          

          

          1,056,563

          

          

          

          1,056,563Payable for securities purchased

          

          

          26,499,600

          

          

          

          26,499,357Deferred tax liability

          

          

          12,476,155

          

          

          

          12,476,155Line of credit payable

          

          

          3,500,000

          

          

          

          Convertible Senior Notes payable 5.25% due September 15, 2018(2)(3)

          

          

          67,077,582

          

          

          

          66,649,047Total Liabilities

          

          

          121,281,916

          

          

          

          129,832,126Commitments and contingencies (Note 6)Net Assets

          

          $

          226,780,315

          

          

          $

          268,010,945
 See accompanying notes to condensed consolidated financial statements.
 1    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES  (continued)(UNAUDITED)  June 30, 2016

          

          December 31, 2015NET ASSETSCommon stock, par value $0.01 per share (100,000,000 authorized; 22,181,003 issued and outstanding, respectively)

          

          $

          221,810

          

          

          $

          221,810Paid-in capital in excess of par

          

          

          237,757,527

          

          

          

          237,757,527Accumulated net investment loss

          

          

          (17,539,071

          )

          

          

          (16,634,037

          )Accumulated net realized gains (losses) on investments

          

          

          (2,289,367

          )

          

          

          2,681,342Accumulated net unrealized appreciation of investments

          

          

          8,629,416

          

          

          

          43,984,303Net Assets

          

          $

          226,780,315

          

          

          $

          268,010,945Net Asset Value Per Share

          

          $

          10.22

          

          

          $

          12.08
  (1)

          This balance is a related-party transaction. Refer to Note 2  Related-Party Arrangements for more detail. (2)

          The Convertible Senior Notes have a face value of $69,000,000. Refer to Note 9  Long-Term Liabilities. for a reconciliation of the carrying value to the face value. In accordance with the terms of the Companys Convertible Senior Notes payable, the Company deposited $10,867,500 in an escrow account with U.S. Bank National Association, the trustee. These funds were used to purchase six U.S. Treasury Strips with an original cost of $10,845,236. As of June 30, 2016, five of the government securities purchased had matured and the proceeds were used by the trustee in accordance with the terms of the escrow agreement. At June 30, 2016, the remaining government securities are scheduled to mature on August 15, 2016 and are shown on the Condensed Consolidated Statements of Assets and Liabilities as Investments owned and pledged with an amortized cost of $1,849,291. (3)

          Deferred debt issuance costs of $1,947,572 related to the Companys issuance of the Convertible Senior Notes payable were previously classified as Deferred financing costs as of December 31, 2015. In accordance with ASU 2015-03, this balance has been retrospectively reclassified as a direct deduction from the Convertible Senior Notes on the Condensed Consolidated Statements of Assets and Liabilities at June 30, 2016. Refer to Note 1  Nature of Operations and Significant Accounting Policies  Recently Adopted Accounting Standards, as well as Note 9  Long-Term Liabilities for further detail. See accompanying notes to condensed consolidated financial statements.
 2    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  Three Months Ended June 30,

          

          Six Months Ended June 30,2016

          

          2015

          

          2016

          

          2015INVESTMENT INCOMEInterest income from controlled securities(1)

          

          $

          15,528

          

          

          $

          

          

          

          $

          20,417

          

          

          $

          Interest income/(reversal of interest accrual) from affiliated securities(1)(3)

          

          

          (73,894

          )

          

          

          69,165

          

          

          

          18,584

          

          

          

          120,396Interest income from non-controlled/non-affiliated securities

          

          

          4,247

          

          

          

          7,945

          

          

          

          9,532

          

          

          

          15,738Dividend income from non-controlled/non-affiliated securities

          

          

          

          

          

          

          46,781

          

          

          

          

          

          

          

          46,781Total Investment Income

          

          

          (54,119

          )

          

          

          123,891

          

          

          

          48,533

          

          

          

          182,915OPERATING EXPENSESManagement fees(1)

          

          

          1,740,223

          

          

          

          2,010,385

          

          

          

          3,698,223

          

          

          

          3,931,513(Reversal of incentive fee accrual)/Incentive fees(1)

          

          

          (2,907,224

          )

          

          

          1,565,339

          

          

          

          (8,025,808

          )

          

          

          9,777,067Costs incurred under administration agreement(1)

          

          

          698,692

          

          

          

          785,036

          

          

          

          1,298,642

          

          

          

          1,587,432Directors fees

          

          

          86,250

          

          

          

          107,500

          

          

          

          172,500

          

          

          

          192,806Professional fees

          

          

          388,375

          

          

          

          394,228

          

          

          

          1,025,503

          

          

          

          735,972Interest expense

          

          

          1,184,326

          

          

          

          1,228,783

          

          

          

          2,367,489

          

          

          

          2,597,586Other expenses

          

          

          207,280

          

          

          

          143,153

          

          

          

          417,018

          

          

          

          264,478Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          (1,000

          )

          

          

          

          

          

          

          (1,000

          )Total Operating Expenses

          

          

          1,397,922

          

          

          

          6,233,424

          

          

          

          953,567

          

          

          

          19,085,854Benefit for taxes on net investment loss

          

          

          

          

          

          

          2,494,459

          

          

          

          

          

          

          

          7,718,070Net Investment Loss

          

          

          (1,452,041

          )

          

          

          (3,615,074

          )

          

          

          (905,034

          )

          

          

          (11,184,869

          )Net Realized Gains/(Losses):From non-controlled/non-affiliated securities

          

          

          1,104,361

          

          

          

          13,636,614

          

          

          

          (4,970,709

          )

          

          

          26,855,017Net Realized Gains/(Losses) on investments

          

          

          1,104,361

          

          

          

          13,636,614

          

          

          

          (4,970,709

          )

          

          

          26,855,017Provision for taxes on realized gains on investments

          

          

          

          

          

          

          (5,567,830

          )

          

          

          

          

          

          

          (10,964,904

          )Net Change in Unrealized Appreciation/ (Depreciation) on investments:From controlled securities

          

          

          60,073

          

          

          

          (8,277

          )

          

          

          (206,655

          )

          

          

          (33,572

          )From affiliated securities

          

          

          (5,219,631

          )

          

          

          (804,967

          )

          

          

          (6,367,818

          )

          

          

          (657,088

          )From non-controlled/non-affiliated securities

          

          

          (10,774,328

          )

          

          

          (4,931,155

          )

          

          

          (28,780,414

          )

          

          

          22,730,342Total Change in Unrealized Appreciation/(Depreciation) on investments

          

          

          (15,933,886

          )

          

          

          (5,744,399

          )

          

          

          (35,354,887

          )

          

          

          22,039,682(Provision)/Benefit for taxes on unrealized appreciation/depreciation on investments

          

          

          

          

          

          

          2,372,190

          

          

          

          

          

          

          

          (8,998,803

          )Net Increase/(Decrease) in Net Assets Resulting from Operations

          

          $

          (16,281,566

          )

          

          $

          1,081,501

          

          

          $

          (41,230,630

          )

          

          $

          17,746,123Net Increase/(Decrease) in Net Assets Resulting from Operations per Common ShareBasic

          

          $

          (0.74

          )

          

          $

          0.06

          

          

          $

          (1.86

          )

          

          $

          0.92Diluted(2)

          

          $

          (0.74

          )

          

          $

          0.06

          

          

          $

          (1.86

          )

          

          $

          0.81Weighted-Average Common Shares OutstandingBasic

          

          

          22,181,003

          

          

          

          19,320,100

          

          

          

          22,181,003

          

          

          

          19,320,100Diluted(2)

          

          

          22,181,003

          

          

          

          19,320,100

          

          

          

          22,181,003

          

          

          

          23,564,228
  (1)

          This balance is a related-party transaction. Refer to Note 2  Related-Party Arrangements for more detail. See accompanying notes to condensed consolidated financial statements.
 3    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (continued) (Unaudited) (2)

          For the three and six months ended June 30, 2016, 5,710,212 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase/(decrease) in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. For the three months ended June 30, 2015, 4,244,128 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. Refer to Note 5  Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share  Basic and Diluted for further detail. (3)

          Interest income for each of the three and six months ended June 30, 2016 reflects the reversal of previously accrued interest from loans to Fullbridge, Inc. See accompanying notes to condensed consolidated financial statements.
 4    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS(Unaudited)  Six months ended June 30, 2016

          

          Six months ended June 30, 2015Net Increase/(Decrease) in Net Assets Resulting from OperationsNet investment loss

          

          $

          (905,034

          )

          

          $

          (11,184,869

          )Net realized gains/(losses) on investments

          

          

          (4,970,709

          )

          

          

          26,855,017Provision for taxes on realized gains on investments

          

          

          

          

          

          

          (10,964,904

          )Net change in unrealized appreciation/ (depreciation) of investments

          

          

          (35,354,887

          )

          

          

          22,039,682Provision for taxes on unrealized appreciation of investments

          

          

          

          

          

          

          (8,998,803

          )Net Increase/(Decrease) in Net Assets Resulting from Operations

          

          

          (41,230,630

          )

          

          

          17,746,123Total Increase/(Decrease) in Net Assets

          

          

          (41,230,630

          )

          

          

          17,746,123Net assets at beginning of period

          

          

          268,010,945

          

          

          

          285,903,673Net Assets at End of Period

          

          $

          226,780,315

          

          

          $

          303,649,796Capital Share ActivityShares issued

          

          

          

          

          

          

          Shares outstanding at beginning of period

          

          

          22,181,003

          

          

          

          19,320,100Shares Outstanding at End of Period

          

          

          22,181,003

          

          

          

          19,320,100
 See accompanying notes to condensed consolidated financial statements.
 5    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)  Six months endedJune 30, 2016

          

          Six months endedJune 30, 2015Cash Flows from Operating ActivitiesNet increase/(decrease) in net assets resulting from operations

          

          $

          (41,230,630

          )

          

          $

          17,746,123Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash provided by/(used in) operating activities:Net realized (gains)/losses on investments

          

          

          4,970,709

          

          

          

          (26,855,017

          )Net change in unrealized depreciation/(appreciation) of investments

          

          

          35,354,887

          

          

          

          (22,039,682

          )Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          (1,000

          )Deferred tax liability

          

          

          

          

          

          

          12,245,637Amortization of discount on Convertible Senior Notes

          

          

          428,535

          

          

          

          276,213Amortization of deferred financing costs

          

          

          53,669

          

          

          

          203,022Amortization of fixed income security premiums and discounts

          

          

          (8,099

          )

          

          

          (37,092

          )Change in restricted cash

          

          

          (22,750

          )

          

          

          7,708Non-cash dividend income

          

          

          

          

          

          

          (46,781

          )Purchases of investments in:Portfolio investments

          

          

          (10,514,101

          )

          

          

          (10,544,564

          )United States treasury bills

          

          

          (59,999,523

          )

          

          

          (200,014,903

          )Proceeds from sales or maturity of investments in:Portfolio investments

          

          

          6,972,598

          

          

          

          40,162,114United States treasury bills

          

          

          60,000,000

          

          

          

          200,000,000United States treasury strips

          

          

          1,834,000

          

          

          

          1,816,000Changes in operating assets and liabilities:Due from GSV Asset Management(1)

          

          

          219,147

          

          

          

          203,701Due from portfolio companies(1)

          

          

          3,879

          

          

          

          16,985Prepaid expenses and other assets

          

          

          64,106

          

          

          

          532,944Interest and dividends receivable

          

          

          (40,265

          )

          

          

          (92,577

          )Due to GSV Asset Management(1)

          

          

          (4,514,739

          )

          

          

          5,929Payable for securities purchased

          

          

          243

          

          

          

          (500,123

          )Accounts payable and accrued expenses

          

          

          161,510

          

          

          

          (230,781

          )Accrued incentive fees(1)

          

          

          (8,025,808

          )

          

          

          9,777,067Accrued management fees(1)

          

          

          (99,951

          )

          

          

          28,852Accrued interest payable

          

          

          

          

          

          

          (82,895

          )Net Cash Provided by/(Used in) Operating Activities

          

          

          (14,392,583

          )

          

          

          22,576,880Cash Flows from Financing ActivitiesBorrowings under Credit Facility

          

          

          3,500,000

          

          

          

          6,000,000Repayments under Credit Facility

          

          

          

          

          

          

          (24,000,000

          )Net Cash Provided by/(Used in) Financing Activities

          

          

          3,500,000

          

          

          

          (18,000,000

          )Total Increase/(Decrease) in Cash

          

          

          (10,892,583

          )

          

          

          4,576,880Cash at Beginning of period

          

          

          13,349,877

          

          

          

          3,472,880Cash at End of Period

          

          $

          2,457,294

          

          

          $

          8,049,760Supplemental Information:Interest Paid

          

          $

          1,811,250

          

          

          $

          2,680,481Non-Cash Operating Items:Transactions in Portfolio Company InvestmentsStructured notes converted to convertible notes

          

          $

          

          

          

          $

          609,683
  (1)

          This balance is a related-party transaction. Refer to Note 2  Related-Party Arrangements for more detail. See accompanying notes to condensed consolidated financial statements.
 6    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS June 30, 2016 (Unaudited)  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsPalantir Technologies, Inc.

          

          

          Palo Alto, CAPreferred shares, Series G

          

          

          Data Analysis

          

          

          

          326,797

          

          

          $

          1,008,968

          

          

          $

          2,422,470

          

          

          

          1.07

          %Common shares, Class A

          

          

          

          

          

          

          5,773,690

          

          

          

          16,189,935

          

          

          

          42,799,010

          

          

          

          18.87

          %Total

          

          

          

          

          

          

          

          

          

          

          17,198,903

          

          

          

          45,221,480

          

          

          

          19.94

          %Dropbox, Inc.

          

          

          San Francisco, CAPreferred shares, Series A-1

          

          

          Online Storage

          

          

          

          552,486

          

          

          

          5,015,773

          

          

          

          7,268,861

          

          

          

          3.21

          %Common shares

          

          

          

          

          

          

          760,000

          

          

          

          8,641,153

          

          

          

          9,999,049

          

          

          

          4.41

          %Total

          

          

          

          

          

          

          

          

          

          

          13,656,926

          

          

          

          17,267,910

          

          

          

          7.62

          %Spotify Technology S.A.**

          

          

          Stockholm, SwedenCommon shares

          

          

          Music Streaming Service

          

          

          

          9,541

          

          

          

          13,599,572

          

          

          

          16,210,657

          

          

          

          7.15

          %Coursera, Inc.

          

          

          Mountain View, CAPreferred shares, Series B

          

          

          Online Education

          

          

          

          2,961,399

          

          

          

          14,519,519

          

          

          

          14,435,486

          

          

          

          6.37

          %PayNearMe, Inc.(1)

          

          

          Sunnyvale, CAPreferred shares, Series E

          

          

          Cash Payment Network

          

          

          

          5,480,348

          

          

          

          14,000,398

          

          

          

          13,974,887

          

          

          

          6.16

          %Twitter, Inc.**

          

          

          San Francisco, CACommon shares

          

          

          Social Communication

          

          

          

          800,600

          

          

          

          14,271,866

          

          

          

          13,538,146

          

          

          

          5.97

          %Declara, Inc.(1)Convertible Promissory Note 6% Due 12/30/2016***

          

          

          Palo Alto, CA

          

          

          $

          2,000,000

          

          

          

          2,000,000

          

          

          

          2,000,000

          

          

          

          0.88

          %Preferred shares, Series A

          

          

          Social Cognitive Learning

          

          

          

          10,716,390

          

          

          

          9,999,999

          

          

          

          9,999,999

          

          

          

          4.41

          %Total

          

          

          

          

          

          

          

          

          

          

          11,999,999

          

          

          

          11,999,999

          

          

          

          5.29

          %General Assembly Space, Inc.

          

          

          New York, NYPreferred shares, Series C

          

          

          Online Education

          

          

          

          126,552

          

          

          

          2,999,978

          

          

          

          5,953,295

          

          

          

          2.63

          %Common shares

          

          

          

          

          

          

          133,213

          

          

          

          2,999,983

          

          

          

          5,942,737

          

          

          

          2.62

          %Total

          

          

          

          

          

          

          

          

          

          

          5,999,961

          

          

          

          11,896,032

          

          

          

          5.25

          %JAMF Holdings, Inc.

          

          

          Minneapolis, MNPreferred shares, Series B

          

          

          Mobile Device Management

          

          

          

          73,440

          

          

          

          9,999,928

          

          

          

          11,685,548

          

          

          

          5.15

          %Curious.com Inc.(1)

          

          

          Menlo Park, CAPreferred shares, Series B

          

          

          Online Education

          

          

          

          3,407,834

          

          

          

          12,000,006

          

          

          

          11,637,813

          

          

          

          5.13

          %Avenues Global Holdings, LLC (4)

          

          

          New York, NYPreferred shares, Junior Preferred Stock

          

          

          Globally-focused Private School

          

          

          

          10,014,270

          

          

          

          10,151,854

          

          

          

          10,941,240

          

          

          

          4.82

          %Lyft, Inc.

          

          

          San Francisco, CAPreferred shares, Series E

          

          

          Peer to Peer Ridesharing

          

          

          

          128,563

          

          

          

          2,503,585

          

          

          

          3,358,708

          

          

          

          1.48

          %Preferred shares, Series D

          

          

          

          

          

          

          346,266

          

          

          

          3,518,477

          

          

          

          7,349,860

          

          

          

          3.24

          %Total

          

          

          

          

          

          

          

          

          

          

          6,022,062

          

          

          

          10,708,568

          

          

          

          4.72

          %StormWind, LLC (2)(6)

          

          

          Scottsdale, AZPreferred shares, Series C

          

          

          Interactive Learning

          

          

          

          2,779,134

          

          

          

          4,000,787

          

          

          

          5,124,368

          

          

          

          2.26

          %Preferred shares, Series B

          

          

          

          

          

          

          3,279,629

          

          

          

          2,019,687

          

          

          

          4,925,563

          

          

          

          2.17

          %Preferred shares, Series A

          

          

          

          

          

          

          366,666

          

          

          

          110,000

          

          

          

          550,683

          

          

          

          0.24

          %Total

          

          

          

          

          

          

          

          

          

          

          6,130,474

          

          

          

          10,600,614

          

          

          

          4.67

          %
 See accompanying notes to condensed consolidated financial statements.
 7    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) June 30, 2016 (Unaudited)  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsOzy Media, Inc.(1)

          

          

          Mountain View, CAPreferred shares, Series B

          

          

          Daily News and

          

          

          

          922,509

          

          

          $

          4,999,999

          

          

          $

          4,647,141

          

          

          

          2.05

          %Preferred shares, Series A

          

          

          Information Site

          

          

          

          1,090,909

          

          

          

          3,000,200

          

          

          

          3,871,154

          

          

          

          1.71

          %Preferred shares, Series Seed

          

          

          

          

          

          

          500,000

          

          

          

          500,000

          

          

          

          1,517,757

          

          

          

          0.67

          %Total

          

          

          

          

          

          

          

          

          

          

          8,500,199

          

          

          

          10,036,052

          

          

          

          4.43

          %Lytro, Inc.

          

          

          Mountain View, CAPreferred shares, Series C-1

          

          

          Light Field Imaging Platform

          

          

          

          3,378,379

          

          

          

          10,000,002

          

          

          

          10,000,002

          

          

          

          4.41

          %Solexel, Inc. (d/b/a Beamreach Solar, Inc.)

          

          

          Milpitas, CAPreferred shares, Series D

          

          

          Solar Power

          

          

          

          1,613,413

          

          

          

          2,419,751

          

          

          

          1,565,011

          

          

          

          0.69

          %Preferred shares, Series C

          

          

          

          

          

          

          5,300,158

          

          

          

          11,598,648

          

          

          

          7,526,224

          

          

          

          3.32

          %Total

          

          

          

          

          

          

          

          

          

          

          14,018,399

          

          

          

          9,091,235

          

          

          

          4.01

          %SugarCRM, Inc.

          

          

          Cupertino, CAPreferred shares, Series E

          

          

          Customer Relationship

          

          

          

          373,134

          

          

          

          1,500,522

          

          

          

          2,929,102

          

          

          

          1.30

          %Common shares

          

          

          Manager

          

          

          

          1,524,799

          

          

          

          5,476,502

          

          

          

          6,041,235

          

          

          

          2.66

          %Total

          

          

          

          

          

          

          

          

          

          

          6,977,024

          

          

          

          8,970,337

          

          

          

          3.96

          %NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)

          

          

          Redwood City, CAConvertible Promissory Note 8% Due 7/31/2017***

          

          

          Incubator

          

          

          $

          500,000

          

          

          

          501,164

          

          

          

          500,000

          

          

          

          0.22

          %Unsecured Promissory Note 10% Due 11/23/2016

          

          

          

          

          

          $

          500,000

          

          

          

          500,000

          

          

          

          500,000

          

          

          

          0.22

          %Preferred shares, Series D

          

          

          

          

          

          

          3,720,424

          

          

          

          4,904,498

          

          

          

          4,706,336

          

          

          

          2.08

          %Preferred shares, Series C

          

          

          

          

          

          

          1,561,625

          

          

          

          2,005,730

          

          

          

          1,650,381

          

          

          

          0.73

          %Preferred shares, Series B

          

          

          

          

          

          

          450,001

          

          

          

          605,500

          

          

          

          284,626

          

          

          

          0.13

          %Preferred shares, Series A

          

          

          

          

          

          

          1,000,000

          

          

          

          1,021,778

          

          

          

          476,377

          

          

          

          0.21

          %Common shares

          

          

          

          

          

          

          200,000

          

          

          

          1,000

          

          

          

          

          

          

          

          

          %Preferred warrants, Series C  $1.33 Strike Price, Expiration Date 4/4/2019

          

          

          

          

          

          

          187,500

          

          

          

          

          

          

          

          41,250

          

          

          

          0.02

          %Preferred warrants, Series D  $1.33 Strike Price, Expiration Date 10/6/2019

          

          

          

          

          

          

          500,000

          

          

          

          

          

          

          

          180,000

          

          

          

          0.08

          %Total

          

          

          

          

          

          

          

          

          

          

          9,539,670

          

          

          

          8,338,970

          

          

          

          3.69

          %Dataminr, Inc.

          

          

          New York, NYPreferred shares, Series C

          

          

          Social Media Analytics

          

          

          

          301,369

          

          

          

          1,100,909

          

          

          

          1,535,648

          

          

          

          0.68

          %Preferred shares, Series B

          

          

          

          

          

          

          904,977

          

          

          

          2,063,356

          

          

          

          4,611,377

          

          

          

          2.03

          %Total

          

          

          

          

          

          

          

          

          

          

          3,164,265

          

          

          

          6,147,025

          

          

          

          2.71

          %Chegg, Inc.**

          

          

          Santa Clara, CACommon shares

          

          

          Textbook Rental

          

          

          

          1,182,792

          

          

          

          14,022,863

          

          

          

          5,913,960

          

          

          

          2.61

          %Enjoy Technology, Inc.

          

          

          Menlo Park, CAPreferred shares, Series B

          

          

          Online Shopping

          

          

          

          1,681,520

          

          

          

          4,000,280

          

          

          

          4,000,000

          

          

          

          1.76

          %Preferred shares, Series A

          

          

          

          

          

          

          879,198

          

          

          

          1,002,440

          

          

          

          1,439,400

          

          

          

          0.64

          %Total

          

          

          

          

          

          

          

          

          

          

          5,002,720

          

          

          

          5,439,400

          

          

          

          2.40

          %Course Hero, Inc.

          

          

          Redwood City, CAPreferred shares, Series A

          

          

          Online Education

          

          

          

          2,145,509

          

          

          

          5,000,001

          

          

          

          5,421,614

          

          

          

          2.39

          %Knewton, Inc.

          

          

          New York, NYPreferred shares, Series E

          

          

          Online Education

          

          

          

          375,985

          

          

          

          4,999,999

          

          

          

          4,953,723

          

          

          

          2.18

          %
 See accompanying notes to condensed consolidated financial statements.
 8    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) June 30, 2016 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsGSV Sustainability Partners(2)

          

          

          Woodside, CAPreferred shares, Class A

          

          

          Clean Technology

          

          

          

          14,300,000

          

          

          $

          7,151,412

          

          

          $

          4,726,711

          

          

          

          2.08

          %Common shares

          

          

          

          

          

          

          100,000

          

          

          

          10,000

          

          

          

          

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          7,161,412

          

          

          

          4,726,711

          

          

          

          2.08

          %Whittle Schools, LLC(1)(5)

          

          

          New York, NYPreferred shares, Series B

          

          

          Globally-focused Private School

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          1.32

          %Common shares

          

          

          

          

          

          

          229

          

          

          

          1,577,097

          

          

          

          1,500,000

          

          

          

          0.66

          %Total

          

          

          

          

          

          

          

          

          

          

          4,577,097

          

          

          

          4,500,000

          

          

          

          1.98

          %Parchment, Inc.

          

          

          Scottsdale, AZPreferred shares, Series D

          

          

          E-Transcript Exchange

          

          

          

          3,200,512

          

          

          

          4,000,982

          

          

          

          4,000,000

          

          

          

          1.76

          %Snapchat, Inc.

          

          

          Venice, CAPreferred shares, Series F

          

          

          Social Communication

          

          

          

          130,208

          

          

          

          4,002,270

          

          

          

          3,999,990

          

          

          

          1.76

          %CUX, Inc. (d/b/a CorpU)(1)

          

          

          San Francisco, CASenior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(9)

          

          

          Corporate Education

          

          

          $

          1,080,000

          

          

          

          1,080,000

          

          

          

          1,080,000

          

          

          

          0.48

          %Convertible preferred shares, Series D

          

          

          

          

          

          

          169,033

          

          

          

          778,607

          

          

          

          775,861

          

          

          

          0.34

          %Convertible preferred shares, Series C

          

          

          

          

          

          

          615,763

          

          

          

          2,006,077

          

          

          

          1,913,484

          

          

          

          0.84

          %Preferred warrants, $4.59 Strike Price, Expiration Date 2/25/2018

          

          

          

          

          

          

          16,903

          

          

          

          

          

          

          

          2,874

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          3,864,684

          

          

          

          3,772,219

          

          

          

          1.66

          %DogVacay, Inc.

          

          

          Santa Monica, CAPreferred shares, Series B-1

          

          

          Dog Boarding

          

          

          

          514,562

          

          

          

          2,506,119

          

          

          

          2,500,771

          

          

          

          1.11

          %SharesPost, Inc.

          

          

          San Bruno, CAPreferred shares, Series B

          

          

          Online Marketplace Finance

          

          

          

          1,771,653

          

          

          

          2,259,716

          

          

          

          2,249,999

          

          

          

          0.99

          %Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018

          

          

          

          

          

          

          770,934

          

          

          

          23,128

          

          

          

          138,768

          

          

          

          0.06

          %Total

          

          

          

          

          

          

          

          

          

          

          2,282,844

          

          

          

          2,388,767

          

          

          

          1.05

          %Maven Research, Inc.(1)

          

          

          San Francisco, CAPreferred shares, Series C

          

          

          Knowledge Networks

          

          

          

          318,979

          

          

          

          2,000,447

          

          

          

          1,999,998

          

          

          

          0.88

          %Preferred shares, Series B

          

          

          

          

          

          

          49,505

          

          

          

          217,206

          

          

          

          249,691

          

          

          

          0.11

          %Total

          

          

          

          

          

          

          

          

          

          

          2,217,653

          

          

          

          2,249,689

          

          

          

          0.99

          %DreamBox Learning, Inc.

          

          

          Bellevue, WAPreferred shares, Series A-1

          

          

          Education Technology

          

          

          

          7,159,221

          

          

          

          1,502,362

          

          

          

          1,271,818

          

          

          

          0.56

          %Preferred shares, Series A

          

          

          

          

          

          

          3,579,610

          

          

          

          758,017

          

          

          

          635,909

          

          

          

          0.28

          %Total

          

          

          

          

          

          

          

          

          

          

          2,260,379

          

          

          

          1,907,727

          

          

          

          0.84

          %Clever, Inc.

          

          

          San Francisco, CAPreferred shares, Series B

          

          

          Education Software

          

          

          

          1,799,047

          

          

          

          2,000,601

          

          

          

          1,549,493

          

          

          

          0.68

          %Strategic Data Command, LLC(1)(7)

          

          

          Sunnyvale, CACommon shares

          

          

          Software Development

          

          

          

          2,400,000

          

          

          

          989,277

          

          

          

          1,207,400

          

          

          

          0.54

          %
 See accompanying notes to condensed consolidated financial statements.
 9    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) June 30, 2016 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsCircle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)

          

          

          New York, NYPromissory Note 12%, 11/17/2016***

          

          

          Sports Analytics

          

          

          $

          25,000

          

          

          $

          26,544

          

          

          $

          26,544

          

          

          

          0.01

          %Preferred shares, Series A

          

          

          

          

          

          

          1,864,495

          

          

          

          1,777,576

          

          

          

          1,066,293

          

          

          

          0.48

          %Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022

          

          

          

          

          

          

          5,360

          

          

          

          576

          

          

          

          161

          

          

          

          

          %Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021

          

          

          

          

          

          

          175,815

          

          

          

          

          

          

          

          5,274

          

          

          

          

          %Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021

          

          

          

          

          

          

          38,594

          

          

          

          

          

          

          

          1,158

          

          

          

          

          %Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020

          

          

          

          

          

          

          160,806

          

          

          

          

          

          

          

          4,824

          

          

          

          

          %Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017

          

          

          

          

          

          

          500,000

          

          

          

          31,354

          

          

          

          20,000

          

          

          

          0.01

          %Total

          

          

          

          

          

          

          

          

          

          

          1,836,050

          

          

          

          1,124,254

          

          

          

          0.50

          %Fullbridge, Inc.(1)

          

          

          Cambridge, MAConvertible Promissory Note 10% Due 3/2/2016(3)

          

          

          Business Education

          

          

          $

          1,030,507

          

          

          

          1,021,259

          

          

          

          216,862

          

          

          

          0.10

          %Convertible Promissory Note 10% Due 3/14/2017(3)

          

          

          

          

          

          $

          1,000,000

          

          

          

          1,000,000

          

          

          

          905,986

          

          

          

          0.40

          %Preferred shares, Series D

          

          

          

          

          

          

          1,655,167

          

          

          

          2,957,062

          

          

          

          

          

          

          

          

          %Preferred shares, Series C

          

          

          

          

          

          

          1,728,724

          

          

          

          3,193,444

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 3/2/2020

          

          

          

          

          

          

          283,106

          

          

          

          35,767

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 3/22/2020

          

          

          

          

          

          

          186,170

          

          

          

          23,521

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 5/16/2019

          

          

          

          

          

          

          192,308

          

          

          

          24,296

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 4/3/2019

          

          

          

          

          

          

          412,088

          

          

          

          52,063

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 10/10/2018

          

          

          

          

          

          

          82,418

          

          

          

          10,412

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 12/11/2018

          

          

          

          

          

          

          82,418

          

          

          

          10,413

          

          

          

          

          

          

          

          

          %Common warrants  Strike Price $0.91, Expiration Date 2/18/2019

          

          

          

          

          

          

          714,286

          

          

          

          90,242

          

          

          

          

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          8,418,479

          

          

          

          1,122,848

          

          

          

          0.50

          %EdSurge, Inc.(1)

          

          

          Burlingame, CAPreferred shares, Series A-1

          

          

          Education Media Platform

          

          

          

          378,788

          

          

          

          501,360

          

          

          

          530,887

          

          

          

          0.24

          %Preferred shares, Series A

          

          

          

          

          

          

          494,365

          

          

          

          500,801

          

          

          

          549,758

          

          

          

          0.24

          %Total

          

          

          

          

          

          

          

          

          

          

          1,002,161

          

          

          

          1,080,645

          

          

          

          0.48

          %Tynker (f/k/a Neuron Fuel, Inc.)

          

          

          San Jose, CAPreferred shares, Series A

          

          

          Computer Software

          

          

          

          534,162

          

          

          

          309,310

          

          

          

          838,393

          

          

          

          0.37

          %Aspiration Partners, Inc.

          

          

          Marina Del Rey, CAPreferred shares, Series A

          

          

          Financial Services

          

          

          

          18,009

          

          

          

          1,001,815

          

          

          

          800,141

          

          

          

          0.35

          %4C Insights (f/k/a The Echo Systems Corp.)

          

          

          Chicago, ILPreferred shares, Series A

          

          

          Social Data Platform

          

          

          

          512,365

          

          

          

          1,436,404

          

          

          

          569,646

          

          

          

          0.25

          %Cricket Media (f/k/a ePals Inc.)(11)

          

          

          Herndon, VACommon shares

          

          

          Online Education

          

          

          

          1,333,333

          

          

          

          2,448,959

          

          

          

          143,733

          

          

          

          0.06

          %
 See accompanying notes to condensed consolidated financial statements.
 10    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) June 30, 2016 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsEarlyshares.com, Inc.

          

          

          Miami, FLConvertible Promissory Note 5%, 8/2/2016***(10)

          

          

          Equity Crowdfunding

          

          

          $

          50,000

          

          

          $

          50,840

          

          

          $

          50,840

          

          

          

          0.02

          %Preferred shares, Series A

          

          

          

          

          

          

          165,715

          

          

          

          261,598

          

          

          

          

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          312,438

          

          

          

          50,840

          

          

          

          0.02

          %Upwork Global Inc. (f/k/a Odesk Corporation)

          

          

          Redwood City, CACommon Shares

          

          

          Online Workplace Platform

          

          

          

          25,159

          

          

          

          183,269

          

          

          

          47,672

          

          

          

          0.02

          %AliphCom, Inc. (d/b/a Jawbone)

          

          

          San Francisco, CACommon shares

          

          

          Smart Device Company

          

          

          

          150,000

          

          

          

          793,152

          

          

          

          8,919

          

          

          

          

          %Orchestra One, Inc. (f/k/a Learnist Inc.)

          

          

          San Francisco, CACommon shares

          

          

          Consumer Health Technology

          

          

          

          57,026

          

          

          

          4,959,614

          

          

          

          4,362

          

          

          

          

          %Global Education Learning (Holdings) Ltd.(1)**

          

          

          Hong KongPreferred shares, Series A

          

          

          Education Technology

          

          

          

          2,126,475

          

          

          

          675,495

          

          

          

          

          

          

          

          

          %AlwaysOn, Inc.(1)

          

          

          Woodside, CAPreferred shares, Series A-1

          

          

          Social Media

          

          

          

          4,465,925

          

          

          

          876,023

          

          

          

          

          

          

          

          

          %Preferred shares, Series A

          

          

          

          

          

          

          1,066,626

          

          

          

          1,027,391

          

          

          

          

          

          

          

          

          %Preferred warrants Series A, $1.00 strike price, expire 1/9/2017

          

          

          

          

          

          

          109,375

          

          

          

          

          

          

          

          

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          1,903,414

          

          

          

          

          

          

          

          

          %Total Portfolio Investments

          

          

          

          

          

          

          

          

          

          

          291,920,488

          

          

          

          313,024,918

          

          

          

          138.03

          %U.S. TreasuryU.S. Treasury Bill, 0%, due 7/7/2016***

          

          

          

          

          

          $

          30,000,000

          

          

          

          29,999,640

          

          

          

          29,999,700

          

          

          

          13.22

          %U.S. Treasury Strips(8)United States Treasury Strip Coupon, 0.00% due 8/15/2016

          

          

          

          

          

          $

          1,851,000

          

          

          

          1,849,291

          

          

          

          1,850,371

          

          

          

          0.82

          %Total Investments

          

          

          

          

          

          

          

          

          

          $

          323,769,419

          

          

          $

          344,874,989

          

          

          

          152.07

          %
  *

          All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering. All investments are pledged as collateral, unless otherwise noted, to the Credit Facility. The Companys officers and staff may serve on the board of directors of the Companys portfolio investments. **

          Indicates assets that GSV Capital Corp. believes do not represent qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended. Of GSV Capital Corp.s total portfolio, 10.3% of its total investments are non-qualifying assets. ***

          Investment is income producing. (1)

          Denotes an Affiliate Investment. Affiliate Investments are investments in those companies that are Affiliated Companies of GSV Capital Corp., as defined in the Investment Company Act of 1940, as amended. A company is deemed to be an Affiliate of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities of such company. (2)

          Denotes a Control Investment. Control Investments are investments in those companies that are Controlled Companies of GSV Capital Corp., as defined in the Investment Company Act of 1940, as amended. A company is deemed to be a Controlled Company of GSV Capital Corp. if GSV Capital Corp. owns more than 25% of the voting securities of such company. (3)

          Investments were on non-accrual status as of June 30, 2016. See accompanying notes to condensed consolidated financial statements.
 11    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) June 30, 2016 (Unaudited) (4)

          GSV Capital Corp.s investment in Avenues Global Holdings, LLC is held through its wholly owned subsidiary GSVC AV Holdings, Inc. (5)

          GSV Capital Corp.s investment in Whittle Schools, LLC is held through its wholly owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC. (6)

          GSV Capital Corp.s investment in StormWind, LLC is held through its wholly owned subsidiary GSVC SW Holdings, Inc. (7)

          GSV Capital Corp.s investment in Strategic Data Command, LLC is held through its wholly owned subsidiary GSVC SVDS Holdings, Inc. (8)

          Refer to Note 9  Long-Term Liabilities. In accordance with the terms of the Companys Convertible Senior Notes, the Company deposited $10,867,500 in an escrow account with U.S. Bank National Association, the trustee. These funds were used to purchase six U.S. Treasury Strips with an original cost of $10,845,236. As of June 30, 2016, five of the government securities purchased had matured and the proceeds were used by the trustee in accordance with the terms of the escrow agreement. At June 30, 2016, the remaining government securities are shown on the Condensed Consolidated Schedule of Investments with an amortized cost of $1,849,291. These securities do not represent collateral under the Credit Facility, as these securities are pledged exclusively for the repayment of interest under the Convertible Senior Notes. (9)

          Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018). Interest began compounding annually on November 26, 2015. (10)

          Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by Earlyshares.com, Inc., or (b) the maturity of the note (August 2, 2016). Interest began compounding annually on February 26, 2015. (11)

          On October 22, 2013, Cricket Media (f/k/a ePals Inc.), priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. As of May 4, 2016, Cricket Media (f/k/a ePals Inc.) was voluntarily delisted from the TSX Venture Exchange as part of a restructuring, after which Cricket Media became privately traded. See accompanying notes to condensed consolidated financial statements.
 12    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2015(Unaudited)  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsPalantir Technologies, Inc.

          

          

          Palo Alto, CAPreferred shares, Series G

          

          

          Data Analysis

          

          

          

          326,797

          

          

          $

          1,008,968

          

          

          $

          3,018,787

          

          

          

          1.13

          %Common shares, Class A

          

          

          

          

          

          

          5,773,690

          

          

          

          16,189,935

          

          

          

          53,334,461

          

          

          

          19.90

          %Total

          

          

          

          

          

          

          

          

          

          

          17,198,903

          

          

          

          56,353,248

          

          

          

          21.03

          %Dropbox, Inc.

          

          

          San Francisco, CAPreferred shares, Series A-1

          

          

          Online Storage

          

          

          

          552,486

          

          

          

          5,015,773

          

          

          

          9,359,241

          

          

          

          3.49

          %Common shares

          

          

          

          

          

          

          760,000

          

          

          

          8,641,153

          

          

          

          12,872,947

          

          

          

          4.80

          %Total

          

          

          

          

          

          

          

          

          

          

          13,656,926

          

          

          

          22,232,188

          

          

          

          8.29

          %Twitter, Inc.**

          

          

          San Francisco, CACommon shares

          

          

          Social Communication

          

          

          

          800,600

          

          

          

          14,271,866

          

          

          

          18,525,884

          

          

          

          6.91

          %Spotify Technology S.A.**

          

          

          Stockholm, SwedenCommon shares

          

          

          Music Streaming Service

          

          

          

          9,541

          

          

          

          13,599,572

          

          

          

          16,219,700

          

          

          

          6.05

          %Coursera, Inc.

          

          

          Mountain View, CAPreferred shares, Series B

          

          

          Online Education

          

          

          

          2,961,399

          

          

          

          14,519,519

          

          

          

          14,435,486

          

          

          

          5.39

          %Solexel, Inc.

          

          

          Milpitas, CAPreferred shares, Series D

          

          

          Solar Power

          

          

          

          1,613,413

          

          

          

          2,419,751

          

          

          

          2,420,120

          

          

          

          0.90

          %Preferred shares, Series C

          

          

          

          

          

          

          5,300,158

          

          

          

          11,598,648

          

          

          

          11,607,346

          

          

          

          4.33

          %Total

          

          

          

          

          

          

          

          

          

          

          14,018,399

          

          

          

          14,027,466

          

          

          

          5.23

          %PayNearMe, Inc.(1)

          

          

          Sunnyvale, CAPreferred shares, Series E

          

          

          Cash Payment Network

          

          

          

          5,480,348

          

          

          

          14,000,398

          

          

          

          13,974,887

          

          

          

          5.21

          %Lyft, Inc.

          

          

          San Francisco, CAPreferred shares, Series E

          

          

          Peer to Peer Ridesharing

          

          

          

          128,563

          

          

          

          2,503,585

          

          

          

          2,976,876

          

          

          

          1.11

          %Preferred shares, Series D

          

          

          

          

          

          

          493,490

          

          

          

          5,003,631

          

          

          

          10,992,490

          

          

          

          4.10

          %Total

          

          

          

          

          

          

          

          

          

          

          7,507,216

          

          

          

          13,969,366

          

          

          

          5.21

          %Declara, Inc.(1)(12)Convertible Promissory Note 6% Due 12/30/2016***

          

          

          Palo Alto, CA

          

          

          $

          2,000,000

          

          

          

          2,000,000

          

          

          

          2,000,000

          

          

          

          0.75

          %Preferred shares, Series A

          

          

          Social Cognitive Learning

          

          

          

          10,716,390

          

          

          

          9,999,999

          

          

          

          9,999,999

          

          

          

          3.73

          %Total

          

          

          

          

          

          

          

          

          

          

          11,999,999

          

          

          

          11,999,999

          

          

          

          4.48

          %General Assembly Space, Inc.

          

          

          New York, NYPreferred shares, Series C

          

          

          Online Education

          

          

          

          126,552

          

          

          

          2,999,978

          

          

          

          5,765,799

          

          

          

          2.15

          %Common shares

          

          

          

          

          

          

          133,213

          

          

          

          2,999,983

          

          

          

          5,755,573

          

          

          

          2.15

          %Total

          

          

          

          

          

          

          

          

          

          

          5,999,961

          

          

          

          11,521,372

          

          

          

          4.30

          %Dataminr, Inc.

          

          

          New York, NYPreferred shares, Series C

          

          

          Social Media Analytics

          

          

          

          301,369

          

          

          

          1,100,909

          

          

          

          2,845,044

          

          

          

          1.06

          %Preferred shares, Series B

          

          

          

          

          

          

          904,977

          

          

          

          2,063,356

          

          

          

          8,543,345

          

          

          

          3.19

          %Total

          

          

          

          

          

          

          

          

          

          

          3,164,265

          

          

          

          11,388,389

          

          

          

          4.25

          %Avenues Global Holdings, LLC(3)

          

          

          New York, NYPreferred shares, Junior Preferred Stock

          

          

          Globally-focused Private School

          

          

          

          10,014,270

          

          

          

          10,151,857

          

          

          

          11,015,633

          

          

          

          4.11

          %JAMF Holdings, Inc.

          

          

          Minneapolis, MNPreferred shares, Series B

          

          

          Mobile Device Management

          

          

          

          73,440

          

          

          

          9,999,928

          

          

          

          10,722,799

          

          

          

          4.00

          %
 See accompanying notes to condensed consolidated financial statements.
 13    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2015(Unaudited)  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsOzy Media, Inc.(1)

          

          

          Mountain View, CAPreferred shares, Series B

          

          

          Daily News and

          

          

          

          922,509

          

          

          $

          4,999,999

          

          

          $

          4,690,178

          

          

          

          1.75

          %Preferred shares, Series A

          

          

          Information Site

          

          

          

          1,090,909

          

          

          

          3,000,200

          

          

          

          3,907,004

          

          

          

          1.46

          %Preferred shares, Series Seed

          

          

          

          

          

          

          500,000

          

          

          

          500,000

          

          

          

          1,531,812

          

          

          

          0.57

          %Total

          

          

          

          

          

          

          

          

          

          

          8,500,199

          

          

          

          10,128,994

          

          

          

          3.78

          %Curious.com Inc.(1)

          

          

          Menlo Park, CAPreferred shares, Series B

          

          

          Online Education

          

          

          

          2,839,861

          

          

          

          10,000,003

          

          

          

          9,996,311

          

          

          

          3.73

          %SugarCRM, Inc.

          

          

          Cupertino, CAPreferred shares, Series E

          

          

          Customer Relationship

          

          

          

          373,134

          

          

          

          1,500,522

          

          

          

          2,152,983

          

          

          

          0.80

          %Common shares

          

          

          Manager

          

          

          

          1,524,799

          

          

          

          5,476,502

          

          

          

          7,830,323

          

          

          

          2.92

          %Total

          

          

          

          

          

          

          

          

          

          

          6,977,024

          

          

          

          9,983,306

          

          

          

          3.72

          %StormWind, LLC(2)(5)

          

          

          Scottsdale, AZPreferred shares, Series C

          

          

          Interactive Learning

          

          

          

          2,779,134

          

          

          

          4,000,787

          

          

          

          4,599,718

          

          

          

          1.72

          %Preferred shares, Series B

          

          

          

          

          

          

          3,279,629

          

          

          

          2,019,687

          

          

          

          4,633,228

          

          

          

          1.73

          %Preferred shares, Series A

          

          

          

          

          

          

          366,666

          

          

          

          110,000

          

          

          

          518,000

          

          

          

          0.19

          %Total

          

          

          

          

          

          

          

          

          

          

          6,130,474

          

          

          

          9,750,946

          

          

          

          3.64

          %Chegg, Inc.**

          

          

          Santa Clara, CACommon shares

          

          

          Textbook Rental

          

          

          

          1,182,792

          

          

          

          14,022,863

          

          

          

          7,960,190

          

          

          

          2.97

          %Lytro, Inc.

          

          

          Mountain View, CAPreferred shares, Series C-1

          

          

          Consumer Electronics

          

          

          

          2,533,784

          

          

          

          7,500,001

          

          

          

          7,500,001

          

          

          

          2.80

          %NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)

          

          

          Redwood City, CAPreferred shares, Series D

          

          

          Incubator

          

          

          

          3,720,424

          

          

          

          4,904,498

          

          

          

          4,960,565

          

          

          

          1.85

          %Preferred shares, Series C

          

          

          

          

          

          

          1,561,625

          

          

          

          2,005,730

          

          

          

          1,733,404

          

          

          

          0.65

          %Preferred shares, Series B

          

          

          

          

          

          

          450,000

          

          

          

          605,500

          

          

          

          

          

          

          

          0.00

          %Preferred shares, Series A

          

          

          

          

          

          

          1,000,000

          

          

          

          1,021,778

          

          

          

          

          

          

          

          0.00

          %Preferred warrants, Series D  $1.33 Strike Price, Expiration Date 10/6/2019

          

          

          

          

          

          

          500,000

          

          

          

          

          

          

          

          145,000

          

          

          

          0.05

          %Common shares

          

          

          

          

          

          

          200,000

          

          

          

          1,000

          

          

          

          

          

          

          

          0.00

          %Preferred warrants, Series C  $1.33 Strike Price, Expiration Date 4/9/2019

          

          

          

          

          

          

          187,500

          

          

          

          

          

          

          

          31,875

          

          

          

          0.01

          %Total

          

          

          

          

          

          

          

          

          

          

          8,538,506

          

          

          

          6,870,844

          

          

          

          2.56

          %GSV Sustainability Partners(2)

          

          

          Woodside, CAPreferred shares, Class A

          

          

          Clean Technology

          

          

          

          14,300,000

          

          

          

          7,151,412

          

          

          

          6,250,000

          

          

          

          2.33

          %Common shares

          

          

          

          

          

          

          100,000

          

          

          

          10,000

          

          

          

          0.00

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          7,161,412

          

          

          

          6,250,000

          

          

          

          2.33

          %Fullbridge, Inc.(1)

          

          

          Cambridge, MAConvertible Promissory Note 10% Due 3/2/2016***

          

          

          Business Education

          

          

          $

          1,030,507

          

          

          

          1,020,859

          

          

          

          1,020,859

          

          

          

          0.39

          %Preferred shares, Series D

          

          

          

          

          

          

          1,655,167

          

          

          

          2,956,022

          

          

          

          3,111,714

          

          

          

          1.16

          %Preferred shares, Series C

          

          

          

          

          

          

          1,728,724

          

          

          

          3,193,444

          

          

          

          1,625,001

          

          

          

          0.61

          %Common Warrants  Strike Price $0.91, Expiration Date 3/2/2020

          

          

          

          

          

          

          283,106

          

          

          

          35,767

          

          

          

          2,831

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 3/22/2020

          

          

          

          

          

          

          186,170

          

          

          

          23,521

          

          

          

          1,862

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 5/16/2019

          

          

          

          

          

          

          192,308

          

          

          

          24,296

          

          

          

          1,923

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 4/3/2019

          

          

          

          

          

          

          412,088

          

          

          

          52,063

          

          

          

          4,121

          

          

          

          0.00

          %
 See accompanying notes to condensed consolidated financial statements.
 14    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2015(Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsCommon Warrants  Strike Price $0.91, Expiration Date 12/11/2018

          

          

          

          

          

          

          82,418

          

          

          $

          10,413

          

          

          $

          824

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 10/10/2018

          

          

          

          

          

          

          82,418

          

          

          

          10,412

          

          

          

          824

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 2/18/2019

          

          

          

          

          

          

          714,286

          

          

          

          90,242

          

          

          

          7,143

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          7,417,039

          

          

          

          5,777,102

          

          

          

          2.16

          %Enjoy Technology, Inc.

          

          

          Menlo Park, CAPreferred shares, Series B

          

          

          Online Shopping

          

          

          

          1,681,520

          

          

          

          4,000,280

          

          

          

          4,000,000

          

          

          

          1.49

          %Preferred shares, Series A

          

          

          

          

          

          

          879,198

          

          

          

          1,002,440

          

          

          

          1,439,400

          

          

          

          0.54

          %Total

          

          

          

          

          

          

          

          

          

          

          5,002,720

          

          

          

          5,439,400

          

          

          

          2.03

          %Course Hero, Inc.

          

          

          Redwood City, CAPreferred shares, Series A

          

          

          Online Education

          

          

          

          2,145,509

          

          

          

          5,000,001

          

          

          

          5,000,001

          

          

          

          1.87

          %Knewton, Inc.

          

          

          New York, NYPreferred shares, Series E

          

          

          Online Education

          

          

          

          375,985

          

          

          

          4,999,999

          

          

          

          4,954,086

          

          

          

          1.85

          %Whittle Schools, LLC(1)(4)

          

          

          New York, NYPreferred shares, Series B

          

          

          Globally-focused Private School

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          1.12

          %Common shares

          

          

          

          

          

          

          229

          

          

          

          1,577,097

          

          

          

          1,500,000

          

          

          

          0.56

          %Total

          

          

          

          

          

          

          

          

          

          

          4,577,097

          

          

          

          4,500,000

          

          

          

          1.68

          %Parchment, Inc.

          

          

          Scottsdale, AZPreferred shares, Series D

          

          

          E-Transcript Exchange

          

          

          

          3,200,512

          

          

          

          4,000,982

          

          

          

          4,000,000

          

          

          

          1.49

          %CUX, Inc. (d/b/a CorpU)(1)

          

          

          San Francisco, CASenior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(10)

          

          

          Corporate Education

          

          

          $

          1,080,000

          

          

          

          1,080,000

          

          

          

          1,080,000

          

          

          

          0.40

          %Convertible preferred shares, Series D

          

          

          

          

          

          

          169,033

          

          

          

          778,607

          

          

          

          775,861

          

          

          

          0.29

          %Convertible preferred shares, Series C

          

          

          

          

          

          

          615,763

          

          

          

          2,006,077

          

          

          

          1,959,127

          

          

          

          0.73

          %Preferred warrants, $4.59 Strike Price, Expiration Date 2/25/2018

          

          

          

          

          

          

          16,903

          

          

          

          

          

          

          

          10,142

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          3,864,684

          

          

          

          3,825,130

          

          

          

          1.42

          %Bloom Energy Corporation

          

          

          Sunnyvale, CACommon shares

          

          

          Fuel Cell Energy

          

          

          

          201,589

          

          

          

          3,855,601

          

          

          

          3,014,861

          

          

          

          1.12

          %DogVacay, Inc.

          

          

          Santa Monica, CAPreferred shares, Series B-1

          

          

          Dog Boarding

          

          

          

          514,562

          

          

          

          2,506,119

          

          

          

          2,500,771

          

          

          

          0.93

          %SharesPost, Inc.(6)

          

          

          San Bruno, CAPreferred shares, Series B

          

          

          Online Marketplace Finance

          

          

          

          1,771,653

          

          

          

          2,259,716

          

          

          

          2,249,999

          

          

          

          0.84

          %Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018

          

          

          

          

          

          

          770,934

          

          

          

          23,128

          

          

          

          177,315

          

          

          

          0.07

          %Total

          

          

          

          

          

          

          

          

          

          

          2,282,844

          

          

          

          2,427,314

          

          

          

          0.91

          %Maven Research, Inc.(1)

          

          

          San Francisco, CAPreferred shares, Series C

          

          

          Knowledge Networks

          

          

          

          318,979

          

          

          

          2,000,447

          

          

          

          1,999,998

          

          

          

          0.75

          %Preferred shares, Series B

          

          

          

          

          

          

          49,505

          

          

          

          217,206

          

          

          

          249,691

          

          

          

          0.09

          %Total

          

          

          

          

          

          

          

          

          

          

          2,217,653

          

          

          

          2,249,689

          

          

          

          0.84

          %
 See accompanying notes to condensed consolidated financial statements.
 15    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2015(Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsDreamBox Learning, Inc.

          

          

          Bellevue, WAPreferred shares, Series A-1

          

          

          Education Technology

          

          

          

          7,159,221

          

          

          $

          1,502,362

          

          

          $

          1,448,538

          

          

          

          0.54

          %Preferred shares, Series A

          

          

          

          

          

          

          3,579,610

          

          

          

          758,017

          

          

          

          724,269

          

          

          

          0.27

          %Total

          

          

          

          

          

          

          

          

          

          

          2,260,379

          

          

          

          2,172,807

          

          

          

          0.81

          %Clever, Inc.

          

          

          San Francisco, CAPreferred shares, Series B

          

          

          Education Software

          

          

          

          1,799,047

          

          

          

          2,000,601

          

          

          

          2,026,414

          

          

          

          0.76

          %Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)

          

          

          New York, NYPromissory Note 12%, 11/18/2016***

          

          

          Sports Analytics

          

          

          $

          25,000

          

          

          

          26,104

          

          

          

          25,000

          

          

          

          0.01

          %Preferred shares, Series A

          

          

          

          

          

          

          1,864,495

          

          

          

          1,777,576

          

          

          

          1,156,175

          

          

          

          0.43

          %Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022

          

          

          

          

          

          

          5,360

          

          

          

          576

          

          

          

          429

          

          

          

          

          %Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021

          

          

          

          

          

          

          175,815

          

          

          

          

          

          

          

          14,065

          

          

          

          0.01

          %Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021

          

          

          

          

          

          

          38,594

          

          

          

          

          

          

          

          3,088

          

          

          

          0.00

          %Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020

          

          

          

          

          

          

          160,806

          

          

          

          

          

          

          

          12,864

          

          

          

          0.00

          %Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017

          

          

          

          

          

          

          500,000

          

          

          

          31,354

          

          

          

          55,000

          

          

          

          0.02

          %Total

          

          

          

          

          

          

          

          

          

          

          1,835,610

          

          

          

          1,266,621

          

          

          

          0.47

          %EdSurge, Inc.(1)

          

          

          Burlingame, CAPreferred shares, Series A-1

          

          

          Education Media Platform

          

          

          

          375,909

          

          

          

          500,960

          

          

          

          500,000

          

          

          

          0.18

          %Preferred shares, Series A

          

          

          

          

          

          

          494,365

          

          

          

          500,801

          

          

          

          524,867

          

          

          

          0.20

          %Total

          

          

          

          

          

          

          

          

          

          

          1,001,761

          

          

          

          1,024,867

          

          

          

          0.38

          %Strategic Data Command, LLC(1)(7)(13)

          

          

          Sunnyvale, CACommon shares

          

          

          Software Development

          

          

          

          2,400,000

          

          

          

          989,277

          

          

          

          1,001,650

          

          

          

          0.37

          %Aspiration Partners, Inc.

          

          

          Marina Del Rey, CAPreferred shares, Series A

          

          

          Financial Services

          

          

          

          18,009

          

          

          

          1,001,815

          

          

          

          918,720

          

          

          

          0.34

          %4C Insights (f/k/a The Echo Systems Corp.)

          

          

          Chicago, ILPreferred shares, Series A

          

          

          Social Data Platform

          

          

          

          512,365

          

          

          

          1,436,404

          

          

          

          850,210

          

          

          

          0.32

          %Tynker (f/k/a Neuron Fuel, Inc.)

          

          

          San Jose, CAPreferred shares, Series A

          

          

          Computer Software

          

          

          

          534,162

          

          

          

          309,310

          

          

          

          674,108

          

          

          

          0.25

          %Gilt Groupe Holdings, Inc.(15)

          

          

          New York, NYCommon shares

          

          

          e-Commerce Flash Sales

          

          

          

          248,600

          

          

          

          6,594,433

          

          

          

          539,387

          

          

          

          0.20

          %AlwaysOn, Inc.(1)

          

          

          Woodside, CAPreferred shares, Series A-1

          

          

          Social Media

          

          

          

          4,465,925

          

          

          

          876,023

          

          

          

          133,978

          

          

          

          0.05

          %Preferred shares, Series A

          

          

          

          

          

          

          1,066,626

          

          

          

          1,027,391

          

          

          

          191,993

          

          

          

          0.07

          %Preferred warrants Series A, $1.00 strike price, expire 1/9/2017

          

          

          

          

          

          

          109,375

          

          

          

          

          

          

          

          

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          1,903,414

          

          

          

          325,971

          

          

          

          0.12

          %Earlyshares.com, Inc.

          

          

          Miami, FLConvertible Promissory Note 5%, 8/2/2016(11)

          

          

          Equity Crowdfunding

          

          

          $

          50,000

          

          

          

          50,840

          

          

          

          50,000

          

          

          

          0.02

          %Preferred shares, Series A

          

          

          

          

          

          

          165,715

          

          

          

          261,598

          

          

          

          125,115

          

          

          

          0.05

          %Total

          

          

          

          

          

          

          

          

          

          

          312,438

          

          

          

          175,115

          

          

          

          0.07

          %
 See accompanying notes to condensed consolidated financial statements.
 16    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2015(Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsAliphCom, Inc. (d/b/a Jawbone)

          

          

          San Francisco, CACommon shares

          

          

          Smart Device Company

          

          

          

          150,000

          

          

          $

          793,152

          

          

          $

          130,910

          

          

          

          0.05

          %Upwork Global Inc. (f/k/a Odesk Corporation)

          

          

          Redwood City, CACommon Shares

          

          

          Online Workplace Platform

          

          

          

          25,159

          

          

          

          183,269

          

          

          

          114,964

          

          

          

          0.05

          %Cricket Media (f/k/a ePals Inc.)**(8)

          

          

          Herndon, VACommon shares

          

          

          Online Education

          

          

          

          1,333,333

          

          

          

          2,448,959

          

          

          

          67,296

          

          

          

          0.04

          %Orchestra One, Inc. (f/k/a Learnist Inc.)(1)(14)

          

          

          San Francisco, CACommon shares

          

          

          Consumer Health Technology

          

          

          

          57,026

          

          

          

          4,959,616

          

          

          

          4,364

          

          

          

          0.00

          %Global Education Learning (Holdings) Ltd.(1)**

          

          

          Hong KongPreferred shares, Series A

          

          

          Education Technology

          

          

          

          2,126,475

          

          

          

          675,375

          

          

          

          

          

          

          

          0.00

          %Total Portfolio Investments

          

          

          

          

          

          

          

          

          

          

          293,349,843

          

          

          

          349,808,767

          

          

          

          130.52

          %U.S. TreasuryU.S. Treasury Bill, 0%, due 1/7/2016

          

          

          

          

          

          $

          30,000,000

          

          

          

          29,999,968

          

          

          

          30,000,000

          

          

          

          11.19

          %U.S. Treasury Strips(9)United States Treasury Strip Coupon, 0.00% due 8/15/2016

          

          

          

          

          

          $

          1,851,000

          

          

          

          1,842,412

          

          

          

          1,843,170

          

          

          

          0.69

          %United States Treasury Strip Coupon, 0.00% due 2/15/2016

          

          

          

          

          

          $

          1,834,000

          

          

          

          1,832,780

          

          

          

          1,833,523

          

          

          

          0.68

          %Total

          

          

          

          

          

          

          

          

          

          

          3,675,192

          

          

          

          3,676,693

          

          

          

          1.37

          %Total Investments

          

          

          

          

          

          

          

          

          

          $

          327,025,003

          

          

          $

          383,485,460

          

          

          

          143.08

          %
  *

          All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering. All investments are pledged as collateral, unless otherwise noted, to the Credit Facility. The Companys officers and staff may serve on the board of directors of the Companys portfolio investments. **

          Indicates assets that GSV Capital Corp. believes do not represent qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended. ***

          Investment is income producing. (1)

          Denotes an Affiliate Investment. Affiliate Investments are investments in those companies that are Affiliated Companies of GSV Capital Corp., as defined in the Investment Company Act of 1940, as amended. A company is deemed to be an Affiliate of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities of such company. (2)

          Denotes a Control Investment. Control Investments are investments in those companies that are Controlled Companies of GSV Capital Corp., as defined in the Investment Company Act of 1940, as amended. A company is deemed to be a Controlled Company of GSV Capital Corp. if GSV Capital Corp. owns more than 25% of the voting securities of such company. (3)

          GSV Capital Corp.s investment in Avenues Global Holdings, LLC is held through its wholly owned subsidiary GSVC AV Holdings, Inc. (4)

          GSV Capital Corp.s investment in Whittle Schools, LLC is held through its wholly owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC. (5)

          GSV Capital Corp.s investment in StormWind, LLC is held through its wholly owned subsidiary GSVC SW Holdings, Inc. See accompanying notes to condensed consolidated financial statements.
 17    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2015(Unaudited) (6)

          GSV Capital Corp.s investment in SharesPost, Inc. is held through its wholly owned subsidiary SPNPM Holdings, LLC. (7)

          GSV Capital Corp.s investment in Strategic Data Command, LLC is held through its wholly owned subsidiary GSVC SVDS Holdings, Inc. (8)

          On October 22, 2013, Cricket Media (f/k/a ePals Inc.), priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. At December 31, 2015, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its December 31, 2015 closing price. As of May 4, 2016, Cricket Media (f/k/a ePals Inc.) was voluntarily delisted from the TSX Venture Exchange as part of a restructuring, after which Cricket Media became privately traded. (9)

          Refer to Note 9  Long Term Liabilities. In accordance with the terms of the Companys Convertible Senior Notes payable, the Company deposited $10,867,500 in an escrow account with U.S. Bank National Association, the trustee. These funds were used to purchase six U.S. Treasury Strips with an original cost of $10,845,236. As of December 31, 2015, four of the government securities purchased had matured and the proceeds were used by the trustee in accordance with the terms of the escrow agreement. At December 31, 2015, the remaining government securities are shown on the Condensed Consolidated Schedule of Investments with an amortized cost of $3,675,192. These securities do not represent collateral under the Credit Facility, as these securities are pledged exclusively for the repayment of interest under the Convertible Senior Notes. (10)

          Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015. (11)

          Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by Earlyshares.com, Inc., or (b) the maturity of the note (August 2, 2016). Interest will compound annually beginning on February 26, 2015. (12)

          On December 30, 2015, Declara, Inc. effected a 2:1 forward stock split on all its common and preferred shares. (13)

          On December 22, 2015, Strategic Data Command, LLC effected a 3:1 stock split on its common shares. (14)

          On October 28, 2015, Orchestra One, Inc. (f/k/a Learnist Inc.) completed a change in business, recapitalization and series A-1 preferred stock financing. The Company elected to convert its existing preferred shares into common shares effective November 9, 2015. (15)

          On January 6, 2016, Gilt Groupe Holdings, Inc. entered into an agreement and plan of merger with Lord and Taylor Acquisition, Inc. to acquire the outstanding Gilt Groupe Holdings, Inc. common stock for approximately $2.1697 per share less applicable costs of the transaction. These are estimates and are subject to change in connection with the final aggregate merger consideration. See accompanying notes to condensed consolidated financial statements.
 18    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations GSV Capital Corp. (the Company or GSV Capital) was formed in September 2010 as a Maryland corporation structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act). The Companys investment activities are managed by GSV Asset Management, LLC (GSV Asset Management), and GSV Capital Service Company, LLC (GSV Capital Service Company) provides the administrative services
necessary for the Company to operate. The Companys date of inception was January 6, 2011, which is the date it commenced its development stage activities. The Companys shares are currently listed on the Nasdaq Capital Market under the symbol GSVC. The Company began its investment operations during the second quarter of 2011. The table below displays all the Companys subsidiaries as of June 30, 2016, which, other than GSV Capital Lending, LLC (GCL), are collectively referred to as the GSVC Holdings. The GSVC Holdings were formed to hold portfolio investments. The GSVC Holdings, including their associated portfolio investments are consolidated with the Company for accounting purposes, but have elected to be treated as separate entities for U.S. federal income tax purposes. GCL was formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes.
Refer to  Summary of Significant Accounting Policies  Basis of Consolidation below for further detail.  Subsidiary

          

          Jurisdiction of incorporation

          

          Formation Date

          

          Percentage OwnedGCL

          

          

          Delaware

          

          

          

          April 13, 2012

          

          

          

          100

          %Subsidiaries below are referred to collectively, as the GSVC HoldingsGSVC AE Holdings, Inc. (GAE)

          

          

          Delaware

          

          

          

          November 28, 2012

          

          

          

          100

          %GSVC AV Holdings, Inc. (GAV)

          

          

          Delaware

          

          

          

          November 28, 2012

          

          

          

          100

          %GSVC NG Holdings, Inc. (GNG)

          

          

          Delaware

          

          

          

          November 28, 2012

          

          

          

          100

          %GSVC SW Holdings, Inc. (GSW)

          

          

          Delaware

          

          

          

          November 28, 2012

          

          

          

          100

          %GSVC WS Holdings, Inc. (GWS)

          

          

          Delaware

          

          

          

          November 28, 2012

          

          

          

          100

          %GSVC SVDS Holdings, Inc. (SVDS)

          

          

          Delaware

          

          

          

          August 13, 2013

          

          

          

          100

          %
 The Companys investment objective is to maximize its portfolios total return, principally by seeking capital gains on its equity and equity-related investments. The Company invests principally in the equity securities of what it believes to be rapidly growing venture-capital-backed emerging companies. The Company may acquire its investments in these portfolio companies through: offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders. The Company may also invest on an opportunistic basis in select publicly traded equity
securities or certain non-U.S. companies that otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act. Summary of Significant Accounting Policies Basis of Presentation The interim unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (GAAP) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Boards
 19    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) (FASB) Accounting Standards Codification (ASC) Topic 946, Financial Services  Investment Companies. In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of consolidated financial statements for the interim period have been included. The results of operations for the current period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2016. The interim unaudited condensed consolidated financial statements and
notes hereto should be read in conjunction with the audited financial statements and notes thereto contained in the Companys annual report on Form 10-K for the year ended December 31, 2015. Basis of Consolidation Under Article 6 of Regulation S-X and the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company which provides substantially all of its services and benefits to the Company, and certain entities established for tax purposes where the Company holds a 100% interest. Accordingly, the Companys condensed consolidated financial statements include its accounts and the accounts of the GSVC Holdings and GCL, its wholly owned subsidiaries.
All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires the Company to make a number of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. The Companys estimates are inherently subjective in nature and actual results could
differ materially from such estimates. Investments at Fair Value The Company applies fair value accounting in accordance with GAAP and the AICPAs Audit and Accounting Guide for Investment Companies. The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair
value hierarchy are as follows: Level 1  Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2  Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities. Level 3  Valuations based on unobservable inputs that reflect managements best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
 20    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such assets and liabilities categorized within the Level 3 table set forth in Note 3  Investments at Fair Value may include changes in fair value that are attributable to both observable
inputs (Levels 1 and 2) and unobservable inputs (Level 3). A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the end of the quarter in which the reclassifications occur. Refer to Levelling Policy below for a detailed discussion of the levelling of the Companys financial assets or liabilities and events that may cause a reclassification within the fair value hierarchy. Securities for which market quotations are readily available on an exchange are valued at the closing price of such security on the valuation date; however, if they are subject to restrictions upon sale (such as lock-up restrictions), they may be discounted accordingly. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined to be adequate, the Company uses the quote obtained. Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of GSV Asset Management, the board of directors or the valuation committee of the board of directors (the Valuation Committee), does not represent fair value, shall each be valued as follows: 1.

          The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of GSV Asset Management responsible for the portfolio investment; 2.

          Preliminary valuation conclusions are then documented and discussed with GSV Asset Management senior management; 3.

          An independent third-party valuation firm is engaged by, or on behalf of, the Valuation Committee to conduct independent appraisals and review GSV Asset Managements preliminary valuations and make its own independent assessment, for all investments for which there are no readily available market quotations; 4.

          The Valuation Committee discusses the valuations and recommends to the Companys board of directors a fair value for each investment in the portfolio based on the input of GSV Asset Management and the independent third-party valuation firm; and 5.

          The Companys board of directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio. In making a good faith determination of the fair value of investments, the Company considers valuation methodologies consistent with industry practice. Valuation methods utilized include, but are not limited to the following: comparisons to prices from secondary market transactions; venture capital financings; public offerings; purchase or sales transactions; as well as analysis of financial ratios and valuation metrics of the portfolio companies that issued such private equity securities to peer companies that are public, analysis of the portfolio companies most recent financial statements and forecasts, and the markets
in which the portfolio
 21    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) company does business, and other relevant factors. The Company assigns a weighting based upon the relevance of each method to determine the fair value of each investment. The Valuation Committee engages at least one independent valuation firm to perform valuations of its investments that are not publicly traded or for which there are no readily available market quotations. The Companys board of directors considers the independent valuations provided by the valuation firm(s), among other factors, in making its fair value determinations. The table below shows the percentages of the Companys investments for which there are no readily available market quotations and for which an independent valuation firm was engaged to perform valuations during the current and prior fiscal year.  For the quarter ended March 31, 2015

          

          

          100

          %For the quarter ended June 30, 2015

          

          

          100

          %For the quarter ended September 30, 2015

          

          

          100

          %For the quarter ended December 31, 2015

          

          

          100

          %For the quarter ended March 31, 2016

          

          

          100

          %For the quarter ended June 30, 2016

          

          

          100

          %
 Equity Investments Equity investments for which market quotations are readily available in an active market are generally valued at the most recently available closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject to sales restrictions due to an initial public offering (IPO) by the portfolio company will be classified as Level 1. Any other equity investments with readily available market quotations that are subject to sales restrictions may be valued at a discount for a lack of marketability (DLOM), to the most recently available closing
market prices depending upon the nature of the sales restriction. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon the market value of publicly traded put options with similar terms. The fair values of the Companys equity investments for which market quotations are not readily available are determined based on various factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not readily available, the Company may analyze the relevant portfolio companys most recently available historical and projected financial results, public market comparables, and other factors. The Company may also consider other events, including the transaction in which the Company acquired its securities, subsequent equity sales by the portfolio
company, and mergers or acquisitions affecting the portfolio company. In addition, the Company may consider the trends of the portfolio companys basic financial metrics from the time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value. In determining the value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio company, the Company considers the rights, preferences and limitations of such securities. In cases where a portfolio companys capital structure includes multiple classes of preferred and common stock and equity-linked securities with different rights and preferences, the Company generally uses an option pricing model to allocate value to each equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution is imminent, or the portfolio company is
unlikely to continue as a going concern. When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows. In the event these securities are exercised into common or
 22    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common or preferred stock. These conversions are noted as non-cash operating items on the Condensed Consolidated Statements of Cash Flows. Debt Investments Given the nature of the Companys current debt investments (excluding U.S. Treasuries), principally convertible and promissory notes issued by venture-capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company values its debt investments at estimated fair value as determined by the Companys board of directors. Warrants The Companys board of directors will ascribe value to warrants based on fair value analyses that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. Levelling Policy The portfolio companies in which the Company invests periodically offer their shares in IPOs. The Companys shares in such portfolio companies are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the presence of an active market, limited by the lock-up agreement. The Company prices the investment at the closing price on a public exchange as of the measurement date. In situations where the lock-up restrictions have expired, but other factors restrict the sale of the investment, the Company will consider the nature
of any restrictions on the sale of the investment. The Company will classify the investment as either Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale or as Level 1. The Company transfers investments between levels based on the fair value at the end of the measurement period in accordance with ASC 820. Valuation of Other Financial Instruments The carrying amounts of the Companys other, non-investment, financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature. The embedded derivative liability is carried at fair value. Securities Transactions Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company (i.e., trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale, and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively. Portfolio Company Investment Classification GSV Capital is a non-diversified company within the meaning of the 1940 Act. GSV Capital classifies its investments by level of control. As defined in the 1940 Act, control investments are those where there is the power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual directly or indirectly owns beneficially more than 25% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist when a company or individual directly or
indirectly owns,
 23    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) controls or holds the power to vote 5% or more of the outstanding voting securities of a portfolio company. Refer to the Condensed Consolidated Schedules of Investments as of June 30, 2016 and December 31, 2015, respectively, for details regarding the nature and composition of the Companys investment portfolio. Cash The Company places its cash with U.S. Bank, N.A. and Silicon Valley Bank, and at times, cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company believes that both U.S. Bank, N.A. and Silicon Valley Bank are high-quality financial institutions and that the risk of loss associated with any uninsured balance is remote. Deferred Financing Costs On December 31, 2013, the Company entered into a Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank, pursuant to which Silicon Valley Bank agreed to provide the Company with an $18 million credit facility (the Credit Facility). The Company recorded origination costs related to the Credit Facility as deferred financing costs. These costs are deferred and amortized as part of interest expense using the effective interest method over the expected life of the Credit Facility. In the event that the Company modifies or extinguishes the Credit Facility, it follows the guidance in ASC
470-50, Modification and Extinguishments. For modifications to or exchanges of the Credit Facility, any unamortized origination costs are expensed. Included within deferred financing costs are offering costs incurred relating to the Companys shelf registration statement on Form N-2. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or the shelf registration statement has expired. For equity capital raised, the offering costs reduce paid-in capital resulting from the offering. For debt capital raised, the associated offering costs are amortized over the life of the debt instrument using the effective interest method. As of June 30, 2016 and December 31, 2015, the Company had deferred financing costs of $298,984, and $352,653, respectively, on the Condensed Consolidated Statements of Assets and Liabilities.  June 30, 2016

          

          December 31, 2015Unamortized origination costs

          

          $

          96,035

          

          

          $

          210,998Deferred offering costs

          

          

          202,949

          

          

          

          141,655Deferred Financing Costs

          

          $

          298,984

          

          

          $

          352,653
 Restricted Cash As of June 30, 2016 and December 31, 2015, the Company had restricted cash of $75,681 and $52,931, respectively, which is included on the Condensed Consolidated Statements of Assets and Liabilities. As of June 30, 2016 and December 31, 2015, restricted cash consisted of a deposit for the Companys fidelity bond as well as excess funds remaining in escrow after the purchase of the government securities that will be used to make the scheduled interest payments on the Companys $69 million Convertible Senior Notes, which bear interest at a fixed rate of 5.25% per year and mature on September 15, 2018 (the
Convertible Senior Notes). See the table below and Note 9  Long-Term Liabilities for further detail.  June 30, 2016

          

          December 31, 2015Deposit for the Companys Fidelity Bond

          

          $

          25,000

          

          

          $

          25,000Excess funds

          

          

          50,681

          

          

          

          27,931Restricted Cash

          

          $

          75,681

          

          

          $

          52,931
 24    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) Revenue Recognition The Companys revenue recognition policies are as follows: Sales:  Gains or losses on the sale of investments are determined using the specific identification method. Interest:  Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Dividends:  Dividend income is recognized on the ex-dividend date. Investment Transaction Costs and Escrow Deposits Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the issuer, are included in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets, which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private companys right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account
is closed. Such transactions would be reflected on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits. At June 30, 2016 and December 31, 2015, the Company had no escrow deposits. Unrealized Appreciation or Depreciation of Investments Unrealized appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment. U.S. Federal and State Income Taxes The Company has elected to be treated as a regulated investment company (a RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), for the 2014 taxable year, qualified to elect to be treated as a RIC for the 2015 taxable year and expects to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of investment company taxable income
(ICTI) including payment-in-kind interest income, as defined by the Code, and net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year and meet certain source of income and asset diversification requirements on a quarterly basis. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward. If the Company does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the Minimum Distribution Amount), it will generally be required to pay an excise tax equal to 4% of the amount by the which Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable
income will be in excess of estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
 25    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) The Company was taxed as a regular corporation (a C corporation) under subchapter C of the Code, for its 2012 taxable year. In September 2014, the Company filed its 2013 tax return as a RIC and sought to be granted RIC status for its 2013 taxable year; however, the Company determined it would not be eligible to elect to be treated as a RIC for the 2013 taxable year unless it was certified by the Securities and Exchange Commission (the SEC) as principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions,
technological improvements, new processes, or products not previously generally available for the 2013 taxable year. In September 2015, the Company determined it was in the best interests of its stockholders to file its 2013 tax return as a C corporation. The Company determined, however, that it satisfied the requirements to qualify as a RIC for the 2014 taxable year and elected to be treated as a RIC in its 2014 tax return filed in September 2015. So long as the Company qualifies and maintains its status as a RIC, it generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of the Companys investors and will not be reflected in the condensed consolidated
financial statements of the Company. Included in the Companys consolidated financial statements, the GSVC Holdings are taxable subsidiaries, regardless of whether the Company is a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in the Companys consolidated financial statements. The Company has also qualified to be treated as a RIC for the 2015 taxable year and intends to be treated as a RIC in future periods. If it is not treated as a RIC, the Company will be taxed as a C corporation under the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be
required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend income to the extent of the Companys current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat such dividends as qualified dividend income, which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Companys current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholders tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its
previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify as a RIC. If the Company fails to requalify as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years. Refer to Note 8  Income Taxes for further details regarding the Companys tax status. Per Share Information Basic net increase/(decrease) in net assets resulting from operations per common share is computed using the weighted-average number of shares outstanding for the period presented. Diluted net increase/(decrease) in net assets resulting from operations per common share is computed by dividing net increase/(decrease) in net
 26    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period. The Company used the if-converted method in accordance with FASB ASC 260  Earnings Per Share (ASC 260) to determine the number of potentially dilutive shares outstanding. Refer to Note 5  Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share  Basic and Diluted
for further detail. Recently Adopted Accounting Standards In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Interest  Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires companies to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Debt issuance costs related to lines of credit are not required to be deducted from the carrying amount of that debt liability. Public companies are required to apply ASU 2015-03 retrospectively for interim and annual reporting periods beginning after December 15, 2015. The Company has adopted this standard beginning with the interim period ended March 31, 2016. As a result, deferred financing costs of $1,947,572 as of December 31, 2015, related to the Convertible Senior Notes are now presented as a direct reduction to the Convertible Senior Notes in the Condensed Consolidated Statements of Assets and Liabilities. In prior periods, these deferred debt financing costs had been presented as assets on the Condensed Consolidated Statements of Assets and Liabilities. The unamortized balances of debt issuance costs related to the Credit Facility remain in Deferred financing costs on the Condensed Consolidated Statements of Assets and Liabilities. Refer to
 Deferred Financing Costs above and Note 9  Long-Term Liabilities for further detail. On January 1, 2016, the Company adopted ASU 2015-02, Amendments to the Consolidation Analysis (ASC 810), which amends the guidance for determining whether an entity is a variable interest entity (VIE). ASU 2015-02 eliminates the separate consolidation guidance for limited partnerships and, with it, the presumption that a general partner should consolidate a limited partnership. In addition, ASU 2015-02 changes the guidance for determining if fee arrangements qualify as variable interests and the effect fee arrangements have on the determination of the primary beneficiary. Adoption of ASU 2015-02 did not
affect the consolidation analysis for any of the Companys investments. NOTE 2  RELATED-PARTY ARRANGEMENTS Investment Advisory Agreement The Company has entered into an investment advisory agreement with GSV Asset Management (the Advisory Agreement). Pursuant to the Advisory Agreement, GSV Asset Management will be paid a base annual fee of 2% of gross assets, which is the Companys total assets reflected on the its Condensed Consolidated Statements of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments, and an annual incentive fee equal to the lesser of (i) 20% of the Companys realized capital gains during each calendar year, if any, calculated on an
investment-by-investment basis, subject to a non-compounded preferred return, or hurdle, and a catch-up feature, and (ii) 20% of the Companys realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.
 27    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 2  RELATED-PARTY ARRANGEMENTS   (continued) Incentive Fees For GAAP purposes, in accordance with the AICPAs Technical Practice Aids (TPA) (TIS 6910.2), the Company is required to accrue incentive fees for all periods as if the Company had fully liquidated its entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of June 30, 2016 and December 31, 2015. This accrual considers both the hypothetical liquidation of the Companys portfolio described previously, as well as the Companys actual cumulative realized gains and losses since inception, as well any previously paid incentive fees. For the three and six months ended June 30, 2016, the Company reversed previously accrued incentive fees of $2,907,224 and $8,025,808, respectively. For the three and six months ended June 30, 2015, the Company accrued incentive fees of $1,565,339 and $9,777,067, respectively. Management Fees GSV Asset Management earned $1,740,223 and $3,698,223 in management fees for the three and six months ended June 30, 2016, respectively. GSV Asset Management earned $2,010,385 and $3,931,513 in management fees for the three and six months ended June 30, 2015, respectively. As of June 30, 2016, GSV Asset Management owed the Company $1,623 for reimbursement of expenses paid for by the Company that were the responsibility of GSV Asset Management. In addition, as of June 30, 2016, the Company owed GSV Asset Management $532,690 for the reimbursement of other expenses. As of December 31, 2015, GSV Asset Management owed the Company $220,770 for reimbursement of expenses paid for by the Company that were the responsibility of GSV Asset Management. In addition, as of December 31, 2015, the Company owed GSV Asset Management $5,047,429 for earned incentive fees and, to a lesser extent, for the reimbursement of other expenses. Administration Agreement The Company has entered into an administration agreement with GSV Capital Service Company (the Administration Agreement) to provide administrative services, including furnishing the Company with office facilities, equipment, clerical, bookkeeping, record keeping services and other administrative services. The Company reimburses GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement. There were $698,692 and $1,298,642 in such costs incurred under the Administration Agreement for the three and six months ended June 30, 2016,
respectively. There were $785,036 and $1,587,432 in such costs incurred under the Administration Agreement for the three and six months ended June 30, 2015, respectively. License Agreement The Company entered into a license agreement with GSV Asset Management pursuant to which GSV Asset Management has agreed to grant the Company a non-exclusive, royalty-free license to use the name GSV. Under this agreement, the Company has the right to use the GSV name for so long as the Advisory Agreement with GSV Asset Management is in effect. Other than with respect to this limited license, the Company has no legal right to the GSV name. Investments in Controlled and Affiliated Portfolio Companies Under the 1940 Act, the Companys investments in controlled and affiliated portfolio companies are deemed to be related-party transactions.
 28    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE The Companys investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and warrants to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies. The Company may also from time to time, invest in U.S. Treasury Securities. Non-portfolio investments represent investments in U.S. Treasury Securities. At June 30, 2016, the Company had 96 positions in 47 portfolio companies. At December 31, 2015, the Company had 96 positions in 48 portfolio companies. The following table summarizes
the composition of the Companys investment portfolio by security type at cost and fair value as of June 30, 2016 and December 31, 2015:  June 30, 2016

          

          December 31, 2015Cost

          

          Fair Value

          

          Cost

          

          Fair ValuePrivate Portfolio CompaniesCommon Stock

          

          $

          57,869,513

          

          

          $

          83,904,774

          

          

          $

          60,910,974

          

          

          $

          102,319,140Preferred Stock

          

          

          199,274,667

          

          

          

          203,993,497

          

          

          

          197,215,605

          

          

          

          216,291,092Debt Investments

          

          

          6,179,807

          

          

          

          5,280,232

          

          

          

          4,177,804

          

          

          

          4,175,859Warrants

          

          

          301,772

          

          

          

          394,309

          

          

          

          301,772

          

          

          

          469,306Subtotal  Private Portfolio Companies

          

          

          263,625,759

          

          

          

          293,572,812

          

          

          

          262,606,155

          

          

          

          323,255,397Publicly Traded Portfolio CompaniesCommon Stock

          

          

          28,294,729

          

          

          

          19,452,106

          

          

          

          30,743,688

          

          

          

          26,553,370Total Private and Publicly Traded Portfolio Companies

          

          

          291,920,488

          

          

          

          313,024,918

          

          

          

          293,349,843

          

          

          

          349,808,767Non-Portfolio InvestmentsU.S. Treasury Bill

          

          

          29,999,640

          

          

          

          29,999,700

          

          

          

          29,999,968

          

          

          

          30,000,000U.S. Treasury Strips

          

          

          1,849,291

          

          

          

          1,850,371

          

          

          

          3,675,192

          

          

          

          3,676,693Total Non-Portfolio Investments

          

          

          31,848,931

          

          

          

          31,850,071

          

          

          

          33,675,160

          

          

          

          33,676,693Total Investments

          

          $

          323,769,419

          

          

          $

          344,874,989

          

          

          $

          327,025,003

          

          

          $

          383,485,460
 29    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued) The fair values of the Companys investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of June 30, 2016 and December 31, 2015, are as follows:  June 30, 2016Quoted Prices in Active Markets for Identical Securities(Level 1)

          

          Significant Other Observable Inputs (Level 2)

          

          Significant Other Unobservable Inputs (Level 3)

          

          TotalAssets at fair valuePrivate Portfolio CompaniesCommon Stock

          

          $

          

          

          

          $

          

          

          

          $

          83,904,774

          

          

          $

          83,904,774Preferred Stock

          

          

          

          

          

          

          

          

          

          

          203,993,497

          

          

          

          203,993,497Debt Investments

          

          

          

          

          

          

          

          

          

          

          5,280,232

          

          

          

          5,280,232Warrants

          

          

          

          

          

          

          

          

          

          

          394,309

          

          

          

          394,309Subtotal  Private Portfolio Companies

          

          

          

          

          

          

          

          

          

          

          293,572,812

          

          

          

          293,572,812Publicly Traded Portfolio CompaniesCommon Stock

          

          

          19,452,106

          

          

          

          

          

          

          

          

          

          

          

          19,452,106Total Private and Publicly Traded Portfolio Companies

          

          

          19,452,106

          

          

          

          

          

          

          

          293,572,812

          

          

          

          313,024,918Non-Portfolio InvestmentsU.S. Treasury Bill

          

          

          29,999,700

          

          

          

          

          

          

          

          

          

          

          

          29,999,700U.S. Treasury Strips

          

          

          1,850,371

          

          

          

          

          

          

          

          

          

          

          

          1,850,371Total Non-Portfolio Investments

          

          

          31,850,071

          

          

          

          

          

          

          

          

          

          

          

          31,850,071Total Assets at Fair Value

          

          $

          51,302,177

          

          

          $

          

          

          

          $

          293,572,812

          

          

          $

          344,874,989
 30    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued)  December 31, 2015Quoted Prices in Active Markets for Identical Securities (Level 1)

          

          Significant Other Observable Inputs (Level 2)

          

          Significant Other Unobservable Inputs (Level 3)

          

          TotalAssets at fair valuePrivate Portfolio CompaniesCommon Stock

          

          $

          

          

          

          $

          

          

          

          $

          102,319,140

          

          

          $

          102,319,140Preferred Stock

          

          

          

          

          

          

          

          

          

          

          216,291,092

          

          

          

          216,291,092Debt Investments

          

          

          

          

          

          

          

          

          

          

          4,175,859

          

          

          

          4,175,859Warrants

          

          

          

          

          

          

          

          

          

          

          469,306

          

          

          

          469,306Subtotal  Private Portfolio Companies

          

          

          

          

          

          

          

          

          

          

          323,255,397

          

          

          

          323,255,397Publicly Traded Portfolio CompaniesCommon Stock

          

          

          26,486,074

          

          

          

          67,296

          

          

          

          

          

          

          

          26,553,370Total Private and Publicly Traded Portfolio Companies

          

          

          26,486,074

          

          

          

          67,296

          

          

          

          323,255,397

          

          

          

          349,808,767Non-Portfolio InvestmentsU.S. Treasury Bill

          

          

          30,000,000

          

          

          

          

          

          

          

          

          

          

          

          30,000,000U.S. Treasury Strips

          

          

          3,676,693

          

          

          

          

          

          

          

          

          

          

          

          3,676,693Total Non-Portfolio Investments

          

          

          33,676,693

          

          

          

          

          

          

          

          

          

          

          

          33,676,693Total Assets at Fair Value

          

          $

          60,162,767

          

          

          $

          67,296

          

          

          $

          323,255,397

          

          

          $

          383,485,460
 Significant Unobservable Inputs for Level 3 Assets and Liabilities In accordance with ASC 820, the tables below provide quantitative information about the Companys fair value measurements of its Level 3 assets as of June 30, 2016 and December 31, 2015. In addition to the techniques and inputs noted in the tables below, according to the Companys valuation policy, the Company may also use other valuation techniques and methodologies when determining the Companys fair value measurements. The tables below are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the Companys fair value measurements. To the
extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Companys Level 3 fair value measurements as of June 30, 2016 and December 31, 2015. Significant changes in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment.
 31    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued)  As of June 30, 2016Asset

          Fair Value

          Valuation Techniques

          Unobservable inputs

          Range (Weighted Average)Common stock in private companies

          $83,904,774

          Market approach

          Precedent transactions(1)

          N/ARevenue multiples

          3.3x  4.0x (3.7x)EBIT multiples

          4.5x  23.0x (13.8x)Income approach

          Revenue multiples

          2.0x (2.0x)EBIT multiples

          10.0x (10.0x)Discount rate

          45% (45%)Liquidation value

          Liquidation value

          N/APreferred stock in private companies

          $203,993,497

          Market approach

          Precedent transactions(1)

          N/ARevenue multiples

          1.5x  4.2x (2.5x)Income approach

          Revenue multiples

          1.0x  5.0x (3.7x)EBIT multiples

          5.0x  35.0x (18.9x)Discount rate

          30%  50% (41%)Debt Investments

          $5,280,232

          Market approach

          Amortized cost

          N/AWarrants

          $394,309

          Option pricing model

          Term to expiration (Years)

          1.00  3.00 (2.01)Strike price

          0.13  4.59 (1.45)Volatility

          8.9%  42.9% (31.7%)
 (1)

          Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.  As of December 31, 2015Asset

          Fair Value

          Valuation Techniques

          Unobservable inputs

          Range (Weighted Average)Common stock in private companies

          $102,319,140

          Market approach

          Precedent transactions(1)

          N/AIncome approach

          Revenue multiples

          4.5x  5.4x (5.0x)EBIT multiples

          34.2x (34.2x)Discount rate

          35% (35%)Liquidation value

          Liquidation value

          N/APreferred stock in private companies

          $216,291,092

          Market approach

          Precedent transactions(1)

          N/AIncome approach

          Revenue multiples

          1.3x  6.0x (3.4x)EBIT multiples

          12.0x  32.0x (19.5x)Discount rate

          30%  50% (40%)Debt Investments

          $4,175,859

          Market approach

          Amortized cost

          N/AWarrants

          $469,306

          Option pricing model

          Term to expiration (Years)

          1.03  3.00 (2.46)Strike price

          0.13  4.59 (1.20)Volatility

          30%  50% (40.9%)
 (1)

          Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. The significant unobservable inputs used in determining the fair value of the assets are shown above. Increases/(decreases) in revenue multiples, earnings before interest and taxes (EBIT) multiples, time to expiration, and stock price/strike price would result in higher/(lower) fair values all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher/(lower) fair values all else equal.
 32    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued) During the three and six months ended June 30, 2016, due to a restructuring of Cricket Media, Cricket Media was transferred from Level 1 to Level 3. During the three and six months ended June 30, 2016, Cricket Media converted from Level 1 public common stock to Level 3 private common stock. The aggregate values of Level 3 assets and liabilities changed during the three and six months ended June 30, 2016 and 2015, as follows:  Three months ended June 30, 2016Common Stock

          

          Preferred Stock

          

          Debt Investments

          

          Warrants

          

          TotalAssets:Fair value as of March 31, 2016

          

          $

          86,298,618

          

          

          $

          214,250,621

          

          

          $

          5,685,506

          

          

          $

          394,791

          

          

          $

          306,629,536Transfer into Level 3

          

          

          143,733

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          143,733Purchases of investments

          

          

          

          

          

          

          4,006,990

          

          

          

          501,160

          

          

          

          

          

          

          

          4,508,150Sales of investments

          

          

          

          

          

          

          (1,932,965

          )

          

          

          

          

          

          

          

          

          

          

          (1,932,965

          )Realized gains

          

          

          

          

          

          

          1,104,244

          

          

          

          

          

          

          

          

          

          

          

          1,104,244Net change in unrealized depreciation included in earnings

          

          

          (2,537,577

          )

          

          

          (13,435,393

          )

          

          

          (906,434

          )

          

          

          (482

          )

          

          

          (16,879,886

          )Fair Value as of June 30, 2016

          

          $

          83,904,774

          

          

          $

          203,993,497

          

          

          $

          5,280,232

          

          

          $

          394,309

          

          

          $

          293,572,812Net change in unrealized depreciation of Level 3 investments still held as of June 30, 2016

          

          $

          (2,537,577

          )

          

          $

          (13,435,393

          )

          

          $

          (906,434

          )

          

          $

          (482

          )

          

          $

          (16,879,886

          )
  Three months ended June 30, 2015Common Stock

          

          Preferred Stock

          

          Debt Investments

          

          Warrants

          

          Embedded Derivative

          

          TotalAssets:Fair value as of March 31, 2015

          

          $

          84,436,041

          

          

          $

          213,643,985

          

          

          $

          2,382,930

          

          

          $

          743,775

          

          

          $

          

          

          

          $

          301,206,731Purchases of investments

          

          

          1,400

          

          

          

          1,550,460

          

          

          

          49,360

          

          

          

          

          

          

          

          

          

          

          

          1,601,220Sales of investments

          

          

          (12,373

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (12,373

          )Amortization of fixed income security premiums and discounts

          

          

          

          

          

          

          

          

          

          

          14,235

          

          

          

          

          

          

          

          

          

          

          

          14,235Net change in unrealized appreciation/(depreciation) included in earnings

          

          

          8,005,584

          

          

          

          2,789,474

          

          

          

          59,489

          

          

          

          (49,461

          )

          

          

          

          

          

          

          10,805,086Fair Value as of June 30, 2015

          

          $

          92,430,652

          

          

          $

          217,983,919

          

          

          $

          2,506,014

          

          

          $

          694,314

          

          

          $

          

          

          

          $

          313,614,899Net change in unrealized appreciation/(depreciation) on Level 3 investments still held as of June 30, 2015

          

          $

          8,005,584

          

          

          $

          2,789,474

          

          

          $

          59,489

          

          

          $

          (49,461

          )

          

          $

          

          

          

          $

          10,805,086Liabilities:Fair Value of March 31, 2015

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          1,000

          

          

          $

          1,000Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,000

          )

          

          

          (1,000

          )Fair Value as of June 30, 2015

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          
 33    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued)  Six months ended June 30, 2016Common Stock

          

          Preferred Stock

          

          Debt Investments

          

          Warrants

          

          TotalAssets:Fair value as of December 31, 2015

          

          $

          102,319,140

          

          

          $

          216,291,092

          

          

          $

          4,175,859

          

          

          $

          469,306

          

          

          $

          323,255,397Transfer into Level 3

          

          

          143,733

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          143,733Purchases of investments

          

          

          

          

          

          

          8,512,101

          

          

          

          2,002,000

          

          

          

          

          

          

          

          10,514,101Sales of investments

          

          

          (3,400,707

          )

          

          

          (3,571,891

          )

          

          

          

          

          

          

          

          

          

          

          (6,972,598

          )Realized gains/(losses) on investments

          

          

          (7,049,327

          )

          

          

          2,078,469

          

          

          

          

          

          

          

          

          

          

          

          (4,970,858

          )Amortization of fixed income security premiums and discounts

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Net change in unrealized depreciation included in earnings

          

          

          (8,108,065

          )

          

          

          (19,316,274

          )

          

          

          (897,627

          )

          

          

          (74,997

          )

          

          

          (28,396,963

          )Fair Value as of June 30, 2016

          

          $

          83,904,774

          

          

          $

          203,993,497

          

          

          $

          5,280,232

          

          

          $

          394,309

          

          

          $

          293,572,812Net change in unrealized depreciation on Level 3 investments still held as of June 30, 2016

          

          $

          (15,003,849

          )

          

          $

          (19,316,274

          )

          

          $

          (897,627

          )

          

          $

          (74,997

          )

          

          $

          (35,292,747

          )
  Six months ended June 30, 2015Common Stock

          

          Preferred Stock

          

          Debt Investments

          

          Warrants

          

          Embedded Derivative

          

          TotalAssets:Fair value as of December 31, 2014

          

          $

          85,598,467

          

          

          $

          193,847,045

          

          

          $

          1,374,210

          

          

          $

          904,345

          

          

          $

          

          

          

          $

          281,724,067Purchases of investments

          

          

          2,680

          

          

          

          9,566,558

          

          

          

          1,022,107

          

          

          

          

          

          

          

          

          

          

          

          10,591,345Sales of investments

          

          

          (12,373

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (12,373

          )Amortization of fixed income security premiums and discounts

          

          

          

          

          

          

          

          

          

          

          21,882

          

          

          

          

          

          

          

          

          

          

          

          21,882Net change in unrealized appreciation/(depreciation) included in earnings

          

          

          6,841,878

          

          

          

          14,570,316

          

          

          

          87,815

          

          

          

          (210,031

          )

          

          

          

          

          

          

          21,289,978Fair Value as of June 30, 2015

          

          $

          92,430,652

          

          

          $

          217,983,919

          

          

          $

          2,506,014

          

          

          $

          694,314

          

          

          $

          

          

          

          $

          313,614,899Net change in unrealized appreciation (depreciation) on Level 3 investments still held as of June 30, 2015

          

          $

          6,841,878

          

          

          $

          14,570,316

          

          

          $

          87,815

          

          

          $

          (210,031

          )

          

          $

          

          

          

          $

          21,289,978Liabilities:Fair Value of December 31, 2014

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          1,000

          

          

          $

          1,000Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,000

          )

          

          

          (1,000

          )Fair Value as of June 30, 2015

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          
 The portfolio companies in which the Company invests periodically offer their shares in IPOs, which are typically subject to lock-up agreements for 180 days following the IPO. Refer to Note 1  Nature of Operations and Significant Accounting Policies  Summary of Significant Accounting Policies  Levelling Policy for further detail.
 34    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 4  EQUITY OFFERINGS AND RELATED EXPENSES No new shares of the Companys common stock were issued during each of the six months ended June 30, 2016 and 2015. NOTE 5  NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE  BASIC AND DILUTED The following information sets forth the computation of basic and diluted net increase/(decrease) in net assets resulting from operations per common share for the three and six months ended June 30, 2016 and 2015. The use of the if-converted method as promulgated under ASC 260 considers all potentially dilutive securities in a companys capital structure when calculating diluted earnings per share, regardless of whether it would be economically beneficial for a holder of such potentially dilutive security to exercise its conversion option (such as out of the money warrants.) In scenarios where diluted
net increase in net assets resulting from operations per share is higher than basic net increase in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the diluted net increase in net assets resulting from operations per share figure. In scenarios where diluted net decrease in net assets resulting from operations per share is lower than basic net decrease in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the net decrease in net assets resulting from operations per share figure.  Three months ended June 30,

          

          Six months ended June 30,2016

          

          2015

          

          2016

          

          2015Earnings/(loss) per common share  basic:Net increase/(decrease) in net assets resulting from operations

          

          $

          (16,281,566

          )

          

          $

          1,081,501

          

          

          $

          (41,230,630

          )

          

          $

          17,746,123Weighted-average common shares  basic

          

          

          22,181,003

          

          

          

          19,320,100

          

          

          

          22,181,003

          

          

          

          19,320,100Earnings/(loss) per common share  basic:

          

          $

          (0.74

          )

          

          $

          0.06

          

          

          $

          (1.86

          )

          

          $

          0.92Earnings/(loss) per common share  diluted:Net increase/(decrease) in net assets resulting from operations, before adjustments

          

          $

          (16,281,566

          )

          

          $

          1,081,501

          

          

          $

          (41,230,630

          )

          

          $

          17,746,123Adjustments for interest on Convertible Senior Notes and deferred debt issuance costs

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,280,003Net increase/(decrease) in net assets resulting from operations, as adjusted

          

          

          (16,281,566

          )

          

          

          1,081,501

          

          

          

          (41,230,630

          )

          

          

          19,026,126Weighted-average common shares outstanding  basic

          

          

          22,181,003

          

          

          

          19,320,100

          

          

          

          22,181,003

          

          

          

          19,320,100Adjustments for dilutive effect of Convertible Senior Notes(1)(2)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          4,244,128Weighted-average common shares outstanding  diluted

          

          

          22,181,003

          

          

          

          19,320,100

          

          

          

          22,181,003

          

          

          

          23,564,228Earnings/(loss) per common share  diluted

          

          $

          (0.74

          )

          

          $

          0.06

          

          

          $

          (1.86

          )

          

          $

          0.81
  (1)

          For each of the three and six months ended June 30, 2016, 5,710,212 potentially dilutive common shares
 35    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 5  NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE  BASIC AND DILUTED   (continued) were excluded from the weighted-average common shares outstanding for diluted net decrease in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. (2)

          For the three months ended June 30, 2015, 4,244,128 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. NOTE 6  COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. At each of June 30, 2016 and December 31, 2015, the Company had not entered into any investment agreements that required it to make a future investment in a portfolio company. The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against it. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.
 36    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 7  FINANCIAL HIGHLIGHTS  Three months ended June 30, 2016

          

          Three months ended June 30, 2015Per Share Data:Net asset value at beginning of period

          

          $

          10.96

          

          

          $

          15.66Net investment loss

          

          

          (0.07

          )(1)

          

          

          (0.19

          )(1)Realized gain

          

          

          0.05

          (1)

          

          

          0.71

          (1)Provision for taxes on net realized capital gains

          

          

          

          (1)

          

          

          (0.29

          )(1)Net change in unrealized depreciation

          

          

          (0.72

          )(1)

          

          

          (0.29

          )(1)Benefit for taxes on unrealized depreciation of investments

          

          

          

          (1)

          

          

          0.12

          (1)Net asset value at end of period

          

          $

          10.22

          

          

          $

          15.72Per share market value at end of period

          

          $

          5.02

          

          

          $

          10.31Total return based on market value

          

          

          (10.36

          )%(2)

          

          

          5.20

          %(2)Total return based on net asset value

          

          

          (6.75

          )%(2)

          

          

          0.38

          %(2)Shares outstanding at end of period

          

          

          22,181,003

          

          

          

          19,320,100Ratio/Supplemental Data:Net assets at end of period

          

          $

          226,780,315

          

          

          $

          303,649,796Average net assets

          

          $

          240,846,901

          

          

          $

          295,688,346Annualized ratiosRatio of gross operating expenses to average net assets(3)

          

          

          2.33

          %

          

          

          8.55

          %Ratio of net income tax provisions to average net assets(3)

          

          

          

          %

          

          

          (0.96

          )%Ratio of net operating expenses to average net assets(3)

          

          

          2.33

          %

          

          

          7.59

          %Ratio of net investment loss to average net assets(3)

          

          

          (2.42

          )%

          

          

          (4.96

          )%Portfolio Turnover Ratio

          

          

          0.61

          %

          

          

          0.39

          %
  Six months ended June 30, 2016

          

          Six months ended June 30, 2015Per Share Data:Net asset value at beginning of period

          

          $

          12.08

          (1)

          

          $

          14.80

          (1)Net investment loss

          

          

          (0.04

          )(1)

          

          

          (0.58

          )(1)Realized gain/(loss)

          

          

          (0.22

          )(1)

          

          

          1.39

          (1)Provision for taxes on net realized capital gains

          

          

          

          (1)

          

          

          (0.57

          )(1)Net change in unrealized appreciation/(depreciation)

          

          

          (1.59

          )(1)

          

          

          1.15

          (1)Provision for taxes on unrealized appreciation of investments

          

          

          

          

          

          

          (0.47

          )Net asset value at end of period

          

          $

          10.22

          

          

          $

          15.72Per share market value at end of period

          

          $

          5.02

          

          

          $

          10.31Total return based on market value

          

          

          (24.05

          )%(2)

          

          

          19.47

          %(2)Total return based on net asset value

          

          

          (15.31

          )%(2)

          

          

          6.22

          %(2)Shares outstanding at end of period

          

          

          22,181,003

          

          

          

          19,320,100Ratio/Supplemental Data:Net assets at end of period

          

          $

          226,780,315

          

          

          $

          303,649,796Average net assets

          

          $

          262,765,462

          

          

          $

          293,486,377Annualized ratios
 37    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 7  FINANCIAL HIGHLIGHTS   (continued) Six months ended June 30, 2016

          

          Six months ended June 30, 2015Ratio of gross operating expenses to average net assets(3)

          

          

          0.73

          %

          

          

          13.11

          %Ratio of net income tax provisions to average net assets(3)

          

          

          

          %

          

          

          (8.41

          )%Ratio of net operating expenses to average net assets(3)

          

          

          0.73

          %

          

          

          4.70

          %Ratio of net investment loss to average net assets(3)

          

          

          (0.69

          )%

          

          

          (7.69

          )%Portfolio Turnover Ratio

          

          

          2.12

          %

          

          

          2.72

          %
  (1)

          Based on weighted-average number of shares outstanding for the period. (2)

          Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the period. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share. (3)

          Financial Highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Non-recurring expenses are not annualized. For each of the three and six months ended June 30, 2016 and 2015, the Company did not incur any non-recurring expenses. Because the ratios are calculated for the Companys common stock taken as a whole, an individual investors ratios may vary from these ratios. NOTE 8  INCOME TAXES The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. Accordingly, the Company must generally distribute at least 90% of its ICTI to qualify for the treatment accorded to a RIC and to maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the
ninth month following the close of that fiscal year or (2) the extended due date for filing the federal income tax return for that fiscal year. As a result of the Company electing to be treated as a RIC in September 2015 for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return, it may be required to pay a corporate-level U.S. federal income tax on the amount of the net built-in gains, if any, in its assets (the amount by which the net fair market value of the Companys assets exceeds the net adjusted basis in its assets) as of the date of conversion (i.e., the beginning of the first taxable year that the Company qualifies as a RIC, which would be January 1, 2014) to the extent that such gains are recognized by the
Company during the applicable recognition period, which is the five-year period beginning on the date of conversion. Any corporate-level built-in-gains tax is payable at the time the built-in gains are recognized (which generally will be the years in which the assets with the built-in-gains are sold in a taxable transaction). The amount of this tax will vary depending on the assets that are actually sold by the Company in this five-year period, the actual amount of net built-in gain or loss present in those assets as of the date of conversion, and the effective tax rates at such times. The payment of any such corporate-level U.S. federal income tax on built-in gains will be a Company expense that will reduce the amount available for
distribution to stockholders. The built-in-gains tax is calculated by determining the RICs net unrealized built-in gains, if any, by which the fair market value of the assets of the RIC at the beginning of its first RIC year exceeds the aggregate adjusted basis of such assets at that time. As of January 1, 2014, the Company had net unrealized built-in gains. It did not incur a built-in-gains tax for the 2014 tax year due to the fact that there are sufficient net capital loss carryforwards to completely offset
 38    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 8  INCOME TAXES   (continued) recognized built-in gains as well as available net operating losses. The Company has recorded a $12.5 million deferred tax liability as of June 30, 2016, of which approximately $10.2 million has been recorded in the event such gains are recognized by December 31, 2019. The GSVC Holdings are C corporations for U.S. federal and state income tax purposes. The Company uses the asset and liability method to account for the GSVC Holdings income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between the financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carryforwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using
the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences. The Company has recorded a $12.5 million deferred tax liability as of June 30, 2016, of which approximately $2.3 million relates to the difference in the book and tax basis of certain equity investments and tax net operating losses held by the GSVC Holdings. For U.S. federal and state income tax purposes, a portion of the GSVC Holdings net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes. The Company and the GSVC Holdings identified their major tax jurisdictions as U.S. federal and California and may be subject to the taxing authorities examination for the tax years 2013  2016 and 2012  2016, respectively. The Company and the GSVC Holdings accrue all interest and penalties related to uncertain tax positions as incurred. As of June 30, 2016, there were no interest or penalties incurred related to uncertain tax positions. NOTE 9  LONG-TERM LIABILITIES Convertible Senior Notes Payable On September 17, 2013, the Company issued $69 million aggregate principal amount of the Convertible Senior Notes (including $9 million aggregate principal amount issued pursuant to the exercise of the initial purchasers option to purchase additional Convertible Senior Notes). The Convertible Senior Notes bear interest at a fixed rate of 5.25% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2014. The Convertible Senior Notes mature on September 15, 2018, unless previously repurchased or converted in accordance with their terms. The Company
does not have the right to redeem the Convertible Senior Notes prior to maturity. The Convertible Senior Notes were convertible into shares of the Companys common stock based on an initial conversion rate of 61.5091 shares of the Companys common stock per $1,000 of principal amount of the Convertible Senior Notes, which was equivalent to an initial conversion price of approximately $16.26 per share of common stock. As a result of the Companys dividend paid on December 31, 2015 to stockholders of record on November 16, 2015, the conversion rate was increased to 82.7567 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $12.08 per share of common stock. The terms of the offering required the Company to place $10,867,500 from the offering in an escrow account (the Interest Escrow) with U.S. Bank National Association (the Trustee) under the indenture pursuant to which the Convertible Senior Notes were issued. Funds in the Interest Escrow were used to purchase six U.S. Treasury Strips (Government Securities) with an original cost of $10,845,236. The Government Securities have been, and will continue to be, used to make the first six scheduled interest
 39    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 9  LONG-TERM LIABILITIES   (continued) payments on the Convertible Senior Notes, unless the Company elects to make the interest payments from the Companys available funds. The interest payments on the Convertible Senior Notes are secured by a pledge of the Companys interest in the Interest Escrow. At June 30, 2016, the remaining Government Securities are shown on the Condensed Consolidated Schedule of Investments and have an amortized cost of $1,849,291. The table below shows a reconciliation from the aggregate principal amount of Convertible Senior Notes to the balance shown on the Condensed Consolidated Statement of Assets and Liabilities.  June 30, 2016

          

          December 31, 2015Aggregate principal amount of convertible senior notes

          

          $

          69,000,000

          

          

          $

          69,000,000Amortization of embedded derivative discount

          

          

          (333,610

          )

          

          

          (403,381

          )Direct deduction of deferred debt issuance costs

          

          

          (1,588,808

          )

          

          

          (1,947,572

          )Convertible Senior Notes

          

          $

          67,077,582

          

          

          $

          66,649,047
 As of June 30, 2016 and December 31, 2015, the principal amount of the Convertible Senior Notes exceeded the value of the underlying shares multiplied by the per share closing price of the Companys common stock. The Convertible Senior Notes are the Companys senior, unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes, equal in right of payment to any future unsecured indebtedness that is not so subordinated to the Convertible Senior Notes, junior (other than to the extent of the Interest Escrow) to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all future indebtedness (including trade payables) incurred by the Companys
subsidiaries. Embedded Derivative The Convertible Senior Notes contain an interest make-whole payment provision pursuant to which holders who convert their notes prior to September 15, 2016, will receive, in addition to a number of shares of the Companys common stock calculated at the applicable conversion rate for the principal amount of notes being converted, the cash proceeds from the sale by the escrow agent of the portion of the Government Securities in the escrow account that are remaining with respect to any of the first six interest payments that have not been made on the notes being converted. Under ASC 815-10-15-74(a), the interest make-whole
payment is considered an embedded derivative and is separated from the host contract, the Convertible Senior Notes, and carried at fair value. The Company used a binomial lattice model to estimate the fair value of the embedded derivative in the Convertible Senior Notes. A binomial lattice model generates potential outcomes at various points in time, starting from the date of valuation until the expiration date of the embedded derivative. Credit Facility The Company entered into the Loan Agreement, effective December 31, 2013, with Silicon Valley Bank to provide the Company with an $18 million Credit Facility. Under the Credit Facility, the Company is permitted to borrow an amount equal to the lesser of $18 million or 20% of the Companys then-current net asset value. The Credit Facility matures on December 31, 2016, and bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% or (ii) 8.0% on amounts drawn under the Credit Facility based on a 360-day year. In addition, a fee of $180,000 per annum (1.0% of the $18 million revolving line of credit) is charged under the Loan Agreement. Under the terms of the Credit Facility, the Company must repay all outstanding borrowings so that there is at least one 30-day period every 12 months during which the Company has no balance outstanding. Under the Loan Agreement, the Company has made certain customary
 40    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 9  LONG-TERM LIABILITIES   (continued) representations and warranties and is required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, change of control, and the occurrence of a material adverse effect. The Credit Facility is secured by all of the Companys property and assets, except for the Companys assets pledged to secure certain obligations in connection with the Companys issuance of the Convertible Senior Notes and, as provided for in the Loan Agreement, as may be pledged in connection with any future issuance by the Company of Convertible Senior Notes on substantially similar terms. As of June 30, 2016, the Company had $3,500,000 in borrowings under the Credit Facility. For the three and six months ended June 30, 2016, the Company had average borrowings outstanding under the Credit Facility of $153,846
and $76,923, respectively. For the three and six months ended June 30, 2015, the Company had average borrowings outstanding under the Credit Facility of $2,373,626 and $7,486,188, respectively. Borrowing under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act. In addition, under the Loan Agreement, and as provided for therein, the Company has agreed not to incur certain additional permitted indebtedness in an aggregate amount exceeding 50% of the Companys then-applicable net asset value. NOTE 10  SUBSEQUENT EVENTS Portfolio Activity From June 30, 2016 through August 9, 2016, the Company did not purchase any investments. From June 30, 2016 through August 9, 2016, the Company sold investments of $16,978,469 net of transaction costs as shown in the following table:  Sales by Portfolio Company

          

          Transaction Date

          

          Shares Sold

          

          Average Net Share Price(1)

          

          Net Proceeds

          

          Realized Gain/(Loss)Twitter, Inc.

          

          

          July 8, 2016

          

          

          

          500,000

          

          

          $

          18.04

          

          

          $

          9,019,053

          

          

          $

          259,477Twitter, Inc.

          

          

          July 25, 2016

          

          

          

          300,600

          

          

          

          18.49

          

          

          

          5,559,416

          

          

          

          47,126Lyft, Inc.

          

          

          July 29, 2016

          

          

          

          100,000

          

          

          

          24.00

          

          

          

          2,400,000

          

          

          

          1,383,880Totals

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          16,978,469

          

          

          $

          1,690,483
  (1)

          The average net share price is the net share price realized after deducting all commissions and fees on the sale(s).
 41    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2016 (Unaudited) NOTE 10  SUBSEQUENT EVENTS   (continued) The Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at
which time the escrow accounts will close and such equity investments will be effectuated. From June 30, 2016 through August 9, 2016, the Company made no such escrow deposits. Dividends On August 3, 2016, the Companys board of directors declared a dividend of $0.04 per share payable on August 24, 2016 to stockholders of record at the close of business on August 16, 2016.
 42    TABLE OF CONTENTS Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as anticipates, expects, intends, plans, will, may, continue, believes, seeks, estimates, would, could,
should, targets, projects, and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to: 

          our future operating results; 

          our business prospects and the prospects of our portfolio companies; 

          the impact of investments that we expect to make; 

          our contractual arrangements and relationships with third parties; 

          the dependence of our future success on the general economy and its impact on the industries in which we invest; 

          the ability of our portfolio companies to achieve their objectives; 

          our expected financings and investments; 

          the adequacy of our cash resources and working capital; and 

          the timing of cash flows, if any, from the operations of our portfolio companies. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation: 

          an economic downturn could impair our portfolio companies ability to continue to operate, which could lead to the loss of some or all of our equity investments in such portfolio companies; 

          an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio; 

          an inability to access the equity markets could impair our investment activities; 

          interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and 

          the risks, uncertainties and other factors we identify in Risk Factors in our annual report on Form 10-K and in our filings with the SEC. Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in our annual report on Form 10-K, in the Risk Factors
section. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q.
 43    TABLE OF CONTENTS The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q. Overview We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act. Our investment objective is to maximize our portfolios total return, principally by seeking capital gains on our equity and equity-related investments. We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies. We have also invested, on an opportunistic basis, in select publicly traded equity securities of rapidly growing companies that otherwise meet our investment criteria, and
may continue to do so in the future. In addition, while we invest primarily in U.S. companies, we may invest on an opportunistic basis in certain non-U.S. companies that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies under the 1940 Act, some of these investments may not qualify as investments in eligible portfolio companies, and thus may not be considered qualifying assets. Eligible portfolio companies generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets
were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances. We acquire our investments in portfolio companies through: offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders. Our investment activities are managed by GSV Asset Management. GSV Capital Service Company provides the administrative services necessary for us to operate. Our investment philosophy is premised on a disciplined approach of identifying high-growth emerging companies across several key industry themes which may include, among others, social mobile, cloud computing and big data, internet commerce, sustainability and education technology. GSV Asset Managements investment decisions are based on a disciplined analysis of available information regarding each potential portfolio companys business operations, focusing on the companys growth potential, the quality of recurring revenues and cash flow and cost structures, as well as an understanding of key market
fundamentals. Many of the companies that our investment adviser, GSV Asset Management, evaluates have financial backing from top-tier venture capital funds or other financial or strategic sponsors. We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio companys common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than common stock and are generally convertible into common stock at our discretion. Our investments generally do not produce current income and therefore we may be dependent on future capital
raising to meet our operating needs if no other source of liquidity is available.
 44    TABLE OF CONTENTS Investments  (Portfolio Activity) The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value, as of June 30, 2016, of all of our portfolio investments, excluding U.S. Treasury Bills and Strips, was $313,024,918. The following table summarizes the investment purchases we funded during the six months ended June 30, 2016. Total Gross Payments include both the actual cost of an investment as well as capitalized costs (such
as legal and other fees) associated with entering into a portfolio company investment. Refer to Note 1  Nature of Operations and Significant Accounting Policies to our condensed consolidated financial statements as of June 30, 2016 for further detail.  Fundings by Portfolio Company (Industry)

          

          Quarter ended March 31, 2016

          

          Quarter ended June 30, 2016

          

          TotalCurious.com Inc. (Online Education)

          

          $

          2,000,003

          

          

          $

          

          

          

          $

          2,000,003Fullbridge, Inc. (Business Education)

          

          

          1,000,000

          

          

          

          

          

          

          

          1,000,000Lytro, Inc. (Light Field Imaging Platform)

          

          

          2,500,001

          

          

          

          

          

          

          

          2,500,001NestGSV, Inc. (d/b/a GSV Labs, Inc.) (Incubator)

          

          

          500,000

          

          

          

          500,000

          

          

          

          1,000,000Snapchat, Inc. (Social Communication)

          

          

          

          

          

          

          3,999,990

          

          

          

          3,999,990Capitalized Fees

          

          

          5,947

          

          

          

          8,160

          

          

          

          14,107Total Gross Payments

          

          $

          6,005,951

          

          

          $

          4,508,150

          

          

          $

          10,514,101
 The tables below summarize the portfolio investments we sold during the six months ended June 30, 2016 and 2015, respectively.  Six months ended June 30, 2016Sales by Portfolio Company

          

          Quarter Ended

          

          Shares Sold

          

          Average Net Share Price(1)

          

          NetProceeds

          

          Realized Gains/(Losses)(2)Bloom Energy Corporation

          

          

          March 31, 2016

          

          

          

          201,589

          

          

          $

          14.75

          

          

          $

          2,973,438

          

          

          $

          (882,162

          )Gilt Groupe Holdings, Inc.(3)

          

          

          March 31, 2016

          

          

          

          248,600

          

          

          

          1.72

          

          

          

          427,270

          

          

          

          (6,167,164

          )Lyft, Inc.

          

          

          March 31, 2016

          

          

          

          65,557

          

          

          

          25.00

          

          

          

          1,638,925

          

          

          

          974,224Lyft, Inc.

          

          

          June 30, 2016

          

          

          

          81,667

          

          

          

          23.67

          

          

          

          1,932,965

          

          

          

          1,104,244Total

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          6,972,598

          

          

          $

          (4,970,858

          )
  Six months ended June 30, 2015Sales by Portfolio Company

          

          Quarter Ended

          

          Shares Sold

          

          Average Net Share Price(1)

          

          NetProceeds

          

          RealizedGains(2)Twitter, Inc.

          

          

          March 31, 2015

          

          

          

          400,000

          

          

          $

          48.90

          

          

          $

          19,558,200

          

          

          $

          13,220,095Twitter, Inc.

          

          

          June 30, 2015

          

          

          

          400,000

          

          

          

          51.52

          

          

          

          20,608,011

          

          

          

          13,666,419Total

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          40,166,211

          

          

          $

          26,886,514
  (1)

          The average net share price is the net share price realized after deducting all commissions and fees on the sale(s). (2)

          Realized gains/(losses) exclude any realized gains/(losses) incurred on the maturity of our treasury investments. (3)

          In January 2016, Gilt Groupe Holdings, Inc. sold for $250 million to Hudsons Bay Co., the parent company of Saks Fifth Avenue.
 45    TABLE OF CONTENTS Results of Operations For the three months ended June 30, 2016 and 2015  June 30, 2016

          

          June 30, 2015

          

          Change

          

          ExplanationTotal

          

          Per Basic Share(1)

          

          Total

          

          Per Basic Share(1)Total Investment Income

          

          $

          (54,119

          )

          

          $

          (0.00

          )

          

          $

          123,891

          

          

          $

          0.01

          

          

          $

          (178,010

          )

          

          

          Total investment income decreased between periods. Interest income decreased for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to the reversal of previously accrued interest from loans to Fullbridge, Inc. Dividend income decreased because there were no dividends earned during the three months ended June 30, 2016.Interest income/(reversal of interest accrual)

          

          

          (54,119

          )

          

          

          (0.00

          )

          

          

          77,110

          

          

          

          0.01

          

          

          

          (131,229

          )Dividend income

          

          

          

          

          

          

          

          

          

          

          46,781

          

          

          

          0.00

          

          

          

          (46,781

          )Total Operating Expenses

          

          

          1,397,922

          

          

          

          0.06

          

          

          

          6,233,424

          

          

          

          0.32

          

          

          

          (4,835,502

          )

          

          

          Total operating expenses decreased for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to the reversal of previously accrued incentive fees during the three months ended June 30, 2016, which resulted from lower overall net realized gains as well as the unrealized depreciation of our portfolio investments in the aggregate. Operating expenses decreased, to a lesser extent, because management fees decreased due to lower gross assets outstanding. Costs under the Administration Agreement decreased due to lower travel expenses and overhead allocation expenses for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015.Management fees

          

          

          1,740,223

          

          

          

          0.08

          

          

          

          2,010,385

          

          

          

          0.10

          

          

          

          (270,162

          )(Reversal of incentive fee accrual)/Incentive fees

          

          

          (2,907,224

          )

          

          

          (0.13

          )

          

          

          1,565,339

          

          

          

          0.08

          

          

          

          (4,472,563

          )Costs incurred under Administration Agreement

          

          

          698,692

          

          

          

          0.03

          

          

          

          785,036

          

          

          

          0.04

          

          

          

          (86,344

          )Directors fees

          

          

          86,250

          

          

          

          0.00

          

          

          

          107,500

          

          

          

          0.01

          

          

          

          (21,250

          )Professional fees

          

          

          388,375

          

          

          

          0.02

          

          

          

          394,228

          

          

          

          0.02

          

          

          

          (5,853

          )Interest expense

          

          

          1,184,326

          

          

          

          0.05

          

          

          

          1,228,783

          

          

          

          0.06

          

          

          

          (44,457

          )Other expenses

          

          

          207,280

          

          

          

          0.01

          

          

          

          143,153

          

          

          

          0.01

          

          

          

          64,127Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          (1,000

          )

          

          

          (0.00

          )

          

          

          1,000Benefit for taxes on net investment loss

          

          

          

          

          

          

          

          

          

          

          2,494,459

          

          

          

          0.13

          

          

          

          (2,494,459

          )

          

          

          Benefit for taxes on net investment loss decreased between periods due to our election to be treated as a RIC, which resulted in no new tax benefits being accrued.Net Investment Loss

          

          

          (1,452,041

          )

          

          

          (0.07

          )

          

          

          (3,615,074

          )

          

          

          (0.19

          )

          

          

          2,163,033

          

          

          

          Our net investment loss decreased between periods primarily due to the large reversal of incentive fees and no accrual of new tax provisions for the three months ended June 30, 2016, as discussed above.Net Realized Gains on Investments

          

          

          1,104,361

          

          

          

          0.05

          

          

          

          13,636,614

          

          

          

          0.71

          

          

          

          (12,532,253

          )

          

          

          The components of our net realized gains on portfolio investments excluding treasury investments are reflected in the tables above, under  Overview  Investments   (Portfolio Activity).Provision for taxes on Realized Gains on Investments

          

          

          

          

          

          

          

          

          

          

          (5,567,830

          )

          

          

          (0.29

          )

          

          

          5,567,830

          

          

          

          Our provision for taxes on realized gains on investments decreased between periods due to our election to be treated as a RIC, which resulted in no new tax provisions being accrued.Net Change in Unrealized Depreciation of Investments

          

          

          (15,933,886

          )

          

          

          (0.72

          )

          

          

          (5,744,399

          )

          

          

          (0.29

          )

          

          

          (10,189,487

          )

          

          

          The components of our net change between periods in unrealized depreciation of investments are reflected in the table below, under Net Change in Unrealized Appreciation/(Depreciation) of Investments.Provision for taxes on unrealized depreciation of investments

          

          

          

          

          

          

          

          

          

          

          2,372,190

          

          

          

          0.12

          

          

          

          (2,372,190

          )

          

          

          Our provision for taxes on net change in unrealized depreciation of investments decreased between periods due to our election to be treated as a RIC, which resulted in no accruals of new tax benefits.Net Increase/(Decrease) in Net Assets Resulting from Operations

          

          

          $(16,281,566

          )

          

          

          $(0.74

          )

          

          

          $1,081,501

          

          

          

          $0.06

          

          

          

          $(17,363,067

          )
  (1)

          The per-share figures are based on weighted averages of 22,181,003 and 19,320,100 shares of common stock outstanding for the three months ended June 30, 2016 and 2015, respectively.
 46    TABLE OF CONTENTS For the six months ended June 30, 2016 and 2015  June 30, 2016

          

          June 30, 2015

          

          Change

          

          ExplanationTotal

          

          Per Basic Share(1)

          

          Total

          

          Per Basic Share(1)Total Investment Income

          

          $

          48,533

          

          

          $

          0.00

          

          

          $

          182,915

          

          

          $

          0.01

          

          

          $

          (134,382

          )

          

          

          Total investment income decreased between periods. Interest income decreased for the six months ended June 30, 2016, as compared to the six months ended June 30, 2015, primarily due to the reversal of previously accrued interest from loans to Fullbridge, Inc. Dividend income decreased because there were no dividends earned during the six months ended June 30, 2016.Interest income

          

          

          48,533

          

          

          

          0.00

          

          

          

          136,134

          

          

          

          0.01

          

          

          

          (87,601

          )Dividend income

          

          

          

          

          

          

          

          

          

          

          46,781

          

          

          

          0.00

          

          

          

          (46,781

          )Total Operating Expenses

          

          

          953,567

          

          

          

          0.04

          

          

          

          19,085,854

          

          

          

          0.99

          

          

          

          (18,132,287

          )

          

          

          Total operating expenses decreased for the six months ended June 30, 2016, as compared to the six months ended June 30, 2015, primarily due to the reversal of previously accrued incentive fees, which primarily resulted from net realized losses from the sales of our investments in Bloom Energy Corporation and Gilt Groupe Holdings, Inc., as well as the unrealized depreciation of our portfolio investments in the aggregate. Operating expenses also decreased, to a lesser extent, because management fees decreased due to lower gross assets outstanding and because costs under the Administration Agreement decreased due to lower travel expenses and overhead allocation expenses for the six months ended June 30, 2016, as compared to the six months ended June 30, 2015.Management fees

          

          

          3,698,223

          

          

          

          0.17

          

          

          

          3,931,513

          

          

          

          0.20

          

          

          

          (233,290

          )(Reversal of incentive fee accrual)/Incentive fees

          

          

          (8,025,808

          )

          

          

          (0.36

          )

          

          

          9,777,067

          

          

          

          0.51

          

          

          

          (17,802,875

          )Costs incurred under Administration Agreement

          

          

          1,298,642

          

          

          

          0.06

          

          

          

          1,587,432

          

          

          

          0.08

          

          

          

          (288,790

          )Directors fees

          

          

          172,500

          

          

          

          0.01

          

          

          

          192,806

          

          

          

          0.01

          

          

          

          (20,306

          )Professional fees

          

          

          1,025,503

          

          

          

          0.05

          

          

          

          735,972

          

          

          

          0.04

          

          

          

          289,531Interest expense

          

          

          2,367,489

          

          

          

          0.11

          

          

          

          2,597,586

          

          

          

          0.13

          

          

          

          (230,097

          )Other expenses

          

          

          417,018

          

          

          

          0.02

          

          

          

          264,478

          

          

          

          0.01

          

          

          

          152,540Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          (1,000

          )

          

          

          (0.00

          )

          

          

          1,000Benefit for taxes on net investment loss

          

          

          

          

          

          

          

          

          

          

          7,718,070

          

          

          

          0.40

          

          

          

          (7,718,070

          )

          

          

          Benefit for taxes on net investment loss decreased between periods due to our election to be treated as a RIC, which resulted in no new tax benefits being accrued.Net Investment Loss

          

          

          (905,034

          )

          

          

          (0.04

          )

          

          

          (11,184,869

          )

          

          

          (0.58

          )

          

          

          10,279,835

          

          

          

          Our net investment loss decreased between periods primarily due to the large reversal of incentive fees and no accrual of new tax provisions for the six months ended June 30, 2016, as discussed above.Net Realized Gains/(Losses) on Investments

          

          

          (4,970,709

          )

          

          

          (0.22

          )

          

          

          26,855,017

          

          

          

          1.39

          

          

          

          (31,825,726

          )

          

          

          The components of our net realized gains and losses on portfolio investments excluding treasury investments are reflected in the tables above, under  Overview   Investments  (Portfolio Activity).Provision for taxes on Realized Gains on Investments

          

          

          

          

          

          

          

          

          

          

          (10,964,904

          )

          

          

          (0.57

          )

          

          

          10,964,904

          

          

          

          Our provision for taxes on realized gains on investments decreased between periods due to our election to be treated as a RIC, which resulted in no new tax provisions being accrued.Net Change in Unrealized Appreciation/ (Depreciation) of Investments

          

          

          (35,354,887

          )

          

          

          (1.59

          )

          

          

          22,039,682

          

          

          

          1.15

          

          

          

          (57,394,569

          )

          

          

          The components of our net change between periods in unrealized appreciation/(deprecation) of investments are reflected in the table below, under Net Change in Unrealized Appreciation/(Depreciation) of Investments.Provision for taxes on Unrealized Appreciation of Investments

          

          

          

          

          

          

          

          

          

          

          (8,998,803

          )

          

          

          (0.47

          )

          

          

          8,998,803

          

          

          

          Our provision for taxes on net change in unrealized appreciation of investments decreased between periods due to our election to be treated as a RIC, which resulted in no accruals of new tax provisions.Net Increase/(Decrease) in Net Assets Resulting from Operations

          

          

          $(41,230,630

          )

          

          

          $(1.86

          )

          

          

          $17,746,123

          

          

          

          $0.92

          

          

          

          $(58,976,753

          )
  (1)

          The per-share figures are based on weighted averages of 22,181,003 and 19,320,100 shares of common stock outstanding for the six months ended June 30, 2016 and 2015, respectively.
 47    TABLE OF CONTENTS Net Change in Unrealized Appreciation/(Depreciation) of Investments For the three months ended June 30, 2016, we had a net change in unrealized depreciation of $15,933,886. For the three months ended June 30, 2015, we had a net change in unrealized depreciation of $5,744,399. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for each of the three months ended June 30, 2016 and 2015, respectively.  Portfolio Company

          

          Change inUnrealizedAppreciation/(Depreciation)

          

          As of June 30, 2016

          

          As of March 31, 2016Cost

          

          Fair Value

          

          UnrealizedAppreciation/(Depreciation)

          

          Cost

          

          Fair Value

          

          UnrealizedAppreciation/(Depreciation)Fullbridge, Inc.

          

          $

          (4,885,195

          )

          

          $

          8,418,479

          

          

          $

          1,122,848

          

          

          $

          (7,295,631

          )

          

          $

          8,428,132

          

          

          $

          6,017,696

          

          

          $

          (2,410,436

          )Solexel, Inc.

          

          

          (4,935,262

          )

          

          

          14,018,399

          

          

          

          9,091,235

          

          

          

          (4,927,164

          )

          

          

          14,018,399

          

          

          

          14,026,497

          

          

          

          8,098Dataminr, Inc.

          

          

          (2,634,109

          )

          

          

          3,164,265

          

          

          

          6,147,025

          

          

          

          2,982,760

          

          

          

          3,164,265

          

          

          

          8,781,134

          

          

          

          5,616,869Lyft, Inc.

          

          

          (2,151,193

          )

          

          

          6,022,062

          

          

          

          10,708,568

          

          

          

          4,686,506

          

          

          

          6,846,063

          

          

          

          13,683,762

          

          

          

          6,837,699Dropbox, Inc.

          

          

          (1,916,830

          )

          

          

          13,656,926

          

          

          

          17,267,910

          

          

          

          3,610,984

          

          

          

          13,656,926

          

          

          

          19,184,740

          

          

          

          5,527,814Other(1)

          

          

          588,703

          

          

          

          278,489,288

          

          

          

          300,537,403

          

          

          

          22,048,115

          

          

          

          273,982,651

          

          

          

          295,442,063

          

          

          

          21,459,412Totals

          

          $

          (15,933,886

          )

          

          $

          323,769,419

          

          

          $

          344,874,989

          

          

          $

          21,105,570

          

          

          $

          320,096,436

          

          

          $

          357,135,892

          

          

          $

          37,039,456
  Portfolio Company

          

          Change in Unrealized Appreciation/ (Depreciation)

          

          As of June 30, 2015

          

          As of March 31, 2015Cost

          

          Fair Value

          

          Unrealized Appreciation/ (Depreciation)

          

          Cost

          

          Fair Value

          

          Unrealized Appreciation/ (Depreciation)Twitter, Inc.

          

          $

          (24,186,724

          )

          

          $

          14,271,866

          

          

          $

          28,997,732

          

          

          $

          14,725,866

          

          

          $

          21,213,458

          

          

          $

          60,126,048

          

          

          $

          38,912,590Palantir Technologies, Inc.

          

          

          2,412,783

          

          

          

          17,200,023

          

          

          

          48,783,020

          

          

          

          31,582,997

          

          

          

          17,200,023

          

          

          

          46,370,237

          

          

          

          29,170,214Dropbox, Inc.

          

          

          4,391,357

          

          

          

          13,656,926

          

          

          

          30,027,479

          

          

          

          16,370,553

          

          

          

          13,656,926

          

          

          

          25,636,122

          

          

          

          11,979,1962U, Inc. (f/k/a 2tor, Inc.)

          

          

          7,848,117

          

          

          

          10,032,117

          

          

          

          38,219,499

          

          

          

          28,187,382

          

          

          

          10,032,117

          

          

          

          30,371,382

          

          

          

          20,339,265JAMF Holdings, Inc.

          

          

          1,238,327

          

          

          

          9,999,928

          

          

          

          11,237,917

          

          

          

          1,237,989

          

          

          

          9,999,928

          

          

          

          9,999,590

          

          

          

          (338

          )Spotify Technology S.A.

          

          

          2,500,645

          

          

          

          3,598,472

          

          

          

          8,152,255

          

          

          

          4,553,783

          

          

          

          3,598,472

          

          

          

          5,651,610

          

          

          

          2,053,138Other(1)

          

          

          51,096

          

          

          

          335,160,624

          

          

          

          330,424,438

          

          

          

          (4,736,186

          )

          

          

          333,561,891

          

          

          

          328,774,609

          

          

          

          (4,787,282

          )Totals

          

          $

          (5,744,399

          )

          

          $

          403,919,956

          

          

          $

          495,842,340

          

          

          $

          91,922,384

          

          

          $

          409,262,815

          

          

          $

          506,929,598

          

          

          $

          97,666,783
  (1)

          Other represents all investments (including U.S. Treasury Bills and U.S. Treasury Strips) whose individual change in unrealized appreciation/(depreciation) was less than $1,000,000 for each of the three months ended June 30, 2016 and 2015.
 48    TABLE OF CONTENTS For the six months ended June 30, 2016, we had a net change in unrealized depreciation of $35,354,887. For the six months ended June 30, 2015, we had a net change in unrealized appreciation of $22,039,682. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for each of the six months ended June 30, 2016 and 2015, respectively.  Portfolio Company

          

          Change inUnrealizedAppreciation/(Depreciation)

          

          As of June 30, 2016

          

          As of December 31, 2015Cost

          

          Fair Value

          

          UnrealizedAppreciation/(Depreciation)

          

          Cost

          

          Fair Value

          

          UnrealizedAppreciation/(Depreciation)Palantir Technologies, Inc.

          

          $

          (11,131,768

          )

          

          $

          17,198,903

          

          

          $

          45,221,480

          

          

          $

          28,022,577

          

          

          $

          17,198,903

          

          

          $

          56,353,248

          

          

          $

          39,154,345Fullbridge, Inc.

          

          

          (5,655,694

          )

          

          

          8,418,479

          

          

          

          1,122,848

          

          

          

          (7,295,631

          )

          

          

          7,417,039

          

          

          

          5,777,102

          

          

          

          (1,639,937

          )Dataminr, Inc.

          

          

          (5,241,364

          )

          

          

          3,164,265

          

          

          

          6,147,025

          

          

          

          2,982,760

          

          

          

          3,164,265

          

          

          

          11,388,389

          

          

          

          8,224,124Twitter, Inc.

          

          

          (4,987,738

          )

          

          

          14,271,866

          

          

          

          13,538,146

          

          

          

          (733,720

          )

          

          

          14,271,866

          

          

          

          18,525,884

          

          

          

          4,254,018Dropbox, Inc.

          

          

          (4,964,278

          )

          

          

          13,656,926

          

          

          

          17,267,910

          

          

          

          3,610,984

          

          

          

          13,656,926

          

          

          

          22,232,188

          

          

          

          8,575,262Solexel, Inc.

          

          

          (4,936,231

          )

          

          

          14,018,399

          

          

          

          9,091,235

          

          

          

          (4,927,164

          )

          

          

          14,018,399

          

          

          

          14,027,466

          

          

          

          9,067Chegg, Inc.

          

          

          (2,046,230

          )

          

          

          14,022,863

          

          

          

          5,913,960

          

          

          

          (8,108,903

          )

          

          

          14,022,863

          

          

          

          7,960,190

          

          

          

          (6,062,673

          )Lyft, Inc.

          

          

          (1,775,644

          )

          

          

          6,022,062

          

          

          

          10,708,568

          

          

          

          4,686,506

          

          

          

          7,507,216

          

          

          

          13,969,366

          

          

          

          6,462,150GSV Sustainability Partners

          

          

          (1,523,289

          )

          

          

          7,161,412

          

          

          

          4,726,711

          

          

          

          (2,434,701

          )

          

          

          7,161,412

          

          

          

          6,250,000

          

          

          

          (911,412

          )SugarCRM, Inc.

          

          

          (1,012,969

          )

          

          

          6,977,024

          

          

          

          8,970,337

          

          

          

          1,993,313

          

          

          

          6,977,024

          

          

          

          9,983,306

          

          

          

          3,006,282Gilt Groupe Holdings, Inc.

          

          

          6,055,046

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,594,433

          

          

          

          539,387

          

          

          

          (6,055,046

          )Other(1)

          

          

          1,865,272

          

          

          

          218,857,220

          

          

          

          222,166,769

          

          

          

          3,309,549

          

          

          

          215,034,657

          

          

          

          216,478,934

          

          

          

          1,444,277Totals

          

          $

          (35,354,887

          )

          

          $

          323,769,419

          

          

          $

          344,874,989

          

          

          $

          21,105,570

          

          

          $

          327,025,003

          

          

          $

          383,485,460

          

          

          $

          56,460,457
  Portfolio Company

          

          Change inUnrealizedAppreciation/(Depreciation)

          

          As of June 30, 2015

          

          As of December 31, 2014Cost

          

          Fair Value

          

          UnrealizedAppreciation/(Depreciation)

          

          Cost

          

          Fair Value

          

          UnrealizedAppreciation/(Depreciation)Twitter, Inc.

          

          $

          (15,136,093

          )

          

          $

          14,271,866

          

          

          $

          28,997,732

          

          

          $

          14,725,866

          

          

          $

          27,551,563

          

          

          $

          57,413,522

          

          

          $

          29,861,959Dataminr, Inc.

          

          

          7,931,309

          

          

          

          3,164,265

          

          

          

          11,876,054

          

          

          

          8,711,789

          

          

          

          3,164,265

          

          

          

          3,944,745

          

          

          

          780,4802U, Inc. (f/k/a 2tor, Inc.)

          

          

          14,876,990

          

          

          

          10,032,117

          

          

          

          38,219,499

          

          

          

          28,187,382

          

          

          

          10,032,117

          

          

          

          23,342,509

          

          

          

          13,310,392Lyft, Inc.

          

          

          3,659,875

          

          

          

          7,507,216

          

          

          

          11,162,511

          

          

          

          3,655,295

          

          

          

          5,003,634

          

          

          

          4,999,054

          

          

          

          (4,580

          )Chegg, Inc.

          

          

          1,099,996

          

          

          

          14,022,863

          

          

          

          9,273,089

          

          

          

          (4,749,774

          )

          

          

          14,022,863

          

          

          

          8,173,093

          

          

          

          (5,849,770

          )JAMF Holdings, Inc.

          

          

          1,238,327

          

          

          

          9,999,928

          

          

          

          11,237,917

          

          

          

          1,237,989

          

          

          

          9,999,928

          

          

          

          9,999,590

          

          

          

          (338

          )Spotify Technology S.A.

          

          

          2,475,382

          

          

          

          3,598,472

          

          

          

          8,152,255

          

          

          

          4,553,783

          

          

          

          3,598,472

          

          

          

          5,676,873

          

          

          

          2,078,401Palantir Technologies, Inc.

          

          

          3,306,585

          

          

          

          17,200,023

          

          

          

          48,783,020

          

          

          

          31,582,997

          

          

          

          17,198,903

          

          

          

          45,475,315

          

          

          

          28,276,412Dropbox, Inc.

          

          

          4,958,996

          

          

          

          13,656,926

          

          

          

          30,027,479

          

          

          

          16,370,553

          

          

          

          13,656,926

          

          

          

          25,068,483

          

          

          

          11,411,557SugarCRM, Inc.

          

          

          1,029,396

          

          

          

          8,301,474

          

          

          

          12,291,890

          

          

          

          3,990,416

          

          

          

          8,299,914

          

          

          

          11,260,934

          

          

          

          2,961,020Gilt Groupe Holdings, Inc.

          

          

          (1,973,186

          )

          

          

          6,594,433

          

          

          

          1,194,922

          

          

          

          (5,399,511

          )

          

          

          6,594,433

          

          

          

          3,168,108

          

          

          

          (3,426,325

          )Other(1)

          

          

          (1,427,895

          )

          

          

          295,570,373

          

          

          

          284,625,972

          

          

          

          (10,944,401

          )

          

          

          289,276,695

          

          

          

          279,760,189

          

          

          

          (9,516,506

          )Totals

          

          $

          22,039,682

          

          

          $

          403,919,956

          

          

          $

          495,842,340

          

          

          $

          91,922,384

          

          

          $

          408,399,713

          

          

          $

          478,282,415

          

          

          $

          69,882,702
  (1)

          Other represents all investments (including U.S. Treasury Bills and U.S. Treasury Strips) whose individual change in unrealized appreciation/(depreciation) was less than $1,000,000 for each of the six months ended June 30, 2016 and 2015.
 49    TABLE OF CONTENTS Liquidity and Capital Resources Our liquidity and capital resources are generated primarily from the net proceeds of public offerings of our equity and debt securities, advances from our Credit Facility, as well as the sales of our investments. In managements view, we have sufficient liquidity and capital resources to pay our operating expenses and conduct investment activities. Our primary uses of cash are to make investments, pay our operating expenses and make distributions to our stockholders. For the six months ended June 30, 2016 and 2015, our operating expenses were $953,567 and $19,085,854, respectively.  Cash Reserves and Liquid Securities

          

          As of June 30, 2016

          

          As of June 30, 2015Cash

          

          $

          2,457,294

          

          

          $

          8,049,760Amounts available for borrowing under the Credit Facility(1)

          

          

          14,500,000

          

          

          

          18,000,000Securities of Publicly TradedPortfolio Companies(2)Unrestricted securities(3)

          

          

          19,452,106

          

          

          

          38,270,821Subject to other Sales Restrictions(4)

          

          

          

          

          

          

          38,456,939Total

          

          

          19,452,106

          

          

          

          76,727,760Total Cash reserves and Liquid securities

          

          $

          36,409,400

          

          

          $

          102,777,520
  (1)

          Subject to leverage and borrowing base restrictions under the Credit Facility. Refer to Note 9   Long-Term Liabilities to our condensed consolidated financial statements as of June 30, 2016 for details regarding the Credit Facility. (2)

          Our portfolio investments are pledged as collateral to secure any borrowings under the Credit Facility. We may incur losses if we liquidate these positions to pay operating expenses or fund new investments. (3)

          Unrestricted Securities represents common stock of our publicly traded companies that are not subject to any restrictions upon sale. (4)

          As of June 30, 2015, this balance represents our common shares of Cricket Media (f/k/a ePals Inc.) and 2U, Inc. (f/k/a 2tor, Inc.). These shares are freely tradable, however at certain times in the past, these shares may have been subject to black-out periods as a result of Michael Moes previously held seats on the boards of directors of these portfolio companies. Mr. Moe resigned from his position as a director of Cricket Media in May 2016. Mr. Moes term as a director of 2U, Inc. expired on June 7, 2016, and he did not stand for re-election. During the six months ended June 30, 2016, our balance of cash and cash equivalents decreased to $2,457,294 at the end of the period, from $13,349,877 at the beginning of the period. The decline in cash and cash equivalents was primarily due to $4,993,660 and $3,798,175 in payments to GSV Asset Management for earned incentive and management fees, respectively. Additionally, our cash balance declined due to $3,541,026 of net purchases of investments, excluding treasury strips. During the six months ended June 30, 2016, there were no financing activities that impacted our cash and cash equivalents, other than borrowings under
the Credit Facility. Equity Issuances & Debt Capital Activities There were no sales of our equity or debt securities during the six months ended June 30, 2016 or the year ended December 31, 2015. As a result of our distribution, which was paid on December 31, 2015, we issued 2,860,903 shares of common stock. Refer to  Distributions below for details of the distribution paid. As of June 30, 2016, we had borrowings of $3,500,000 under the Credit Facility.
 50    TABLE OF CONTENTS Contractual Obligations  Payments Due By Period (dollars in millions)Total

          

          Less than 1 year

          

          1  3 years

          

          3  5 years

          

          More than 5 yearsPayable for securities purchased(1)

          

          $

          26.5

          

          

          $

          26.5

          

          

          $

          

          

          

          $

          

          

          

          $

          Convertible Senior Notes(2)

          

          

          69.0

          

          

          

          

          

          

          

          69.0

          

          

          

          

          

          

          

          Credit Facility(3)(4)

          

          

          3.5

          

          

          

          3.5

          

          

          

          

          

          

          

          

          

          

          

          Total

          

          $

          99.0

          

          

          $

          30.0

          

          

          $

          69.0

          

          

          $

          

          

          

          $

          
  (1)

          Payable for securities purchased relates to the purchase of the United States Treasury Bill on margin. The payable for securities purchased was subsequently repaid on July 7, 2016, when the United States Treasury Bill matured and the $3.5 million margin deposit that was posted as collateral was returned. (2)

          The balance reflected for the Convertible Senior Notes reflects the principal balance payable to investors. Refer to Note 9  Long-Term Liabilities to our condensed consolidated financial statements as of June 30, 2016 for more information. (3)

          The total unused amount available under the Credit Facility as of June 30, 2016, was $14,500,000. (4)

          The weighted-average interest rates incurred under the Credit Facility were 2.02% and 4.04% for the three and six months ended June 30, 2016, respectively. Off-Balance Sheet Arrangements As of June 30, 2016, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future. Distributions The timing and amount of our dividends, if any, will be determined by our board of directors and will be declared out of assets legally available for distribution. The following table lists the cash distributions, including dividends and returns of capital, if any, per share that we have declared since our formation on January 6, 2011 through June 30, 2016. The table is divided by fiscal year according to record date:  Date Declared

          

          Record Date

          

          Payment Date

          

          Amount per ShareFiscal 2015:November 4, 2015(1)

          

          

          November 16, 2015

          

          

          

          December 31, 2015

          

          

          $

          2.76Total

          

          

          

          

          

          

          

          

          

          $

          2.76
  (1)

          The dividend was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total dividend to be paid to all stockholders. As a result of stockholder elections, the dividend consisted of approximately 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the dividend, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share dividend represented a return of capital. We intend to focus on making capital gains-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay dividends on a quarterly basis or become a predictable distributor of dividends, and we expect that our dividends, if any, will be much less consistent than the dividends of other business development companies that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a dividend at least annually. The amount of realized capital gains available for distribution to stockholders will be
impacted by our tax status. Our current intention is to make any future distributions out of assets legally available therefrom in additional shares of our common stock under our dividend reinvestment plan, unless a stockholder elects to
 51    TABLE OF CONTENTS receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless remain taxable to the U.S. stockholder, although no cash
distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. In addition, reinvested dividends have the effect of increasing our gross assets, which may correspondingly increase the management fee payable to our investment adviser, GSV Asset Management. Stockholders who hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash. Although we elected to be treated as a RIC under Subchapter M of the Code for the 2014 taxable year and continue to qualify to be treated as a RIC, we were taxed as a C Corporation under the Code for our 2013 taxable year. So long as we qualify and maintain our status as a RIC, we generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed consolidated
financial statements. Included in our condensed consolidated financial statements, the GSVC Holdings are taxable subsidiaries, regardless of whether we are a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated financial statements. We have also qualified to be treated as a RIC for the 2015 taxable year and continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC and to avoid corporate-level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. See Note 1  Nature of Operations and Significant Accounting Policies  Summary of Significant Accounting Policies  U.S. Federal and
State Income Taxes and Note 8  Income Taxes to our condensed consolidated financial statements as of June 30, 2016 for more information. Borrowings Convertible Senior Notes payable On September 17, 2013, we issued $69 million aggregate principal amount of Convertible Senior Notes (including $9 million aggregate principal amount issued pursuant to the exercise of the initial purchasers option to purchase additional Convertible Senior Notes), which bear interest at a fixed rate of 5.25% per year, are payable semi-annually and mature on September 15, 2018, unless previously repurchased or converted in accordance with their terms. We do not have the right to redeem the Convertible Senior Notes prior to maturity. As of June 30, 2016, the Convertible Senior Notes were convertible into shares of our
common stock based on a conversion rate of 82.7567 shares of our common stock per $1,000 principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $12.08 per share of common stock. Refer to Note 1  Nature of Operations and Significant Accounting Policies  Summary of Significant Accounting Policies and Note 9  Long-Term Liabilities to our condensed consolidated financial statements as of June 30, 2016 for more information regarding the Convertible Senior Notes. Credit Facility We entered into the Loan Agreement, effective December 31, 2013, with Silicon Valley Bank to provide us with an $18 million Credit Facility, which matures on December 31, 2016 and bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% or (ii) 8.0% on amounts drawn. As of June 30, 2016, we had $3,500,000 in borrowings under the Credit Facility. Refer to Note 9  Long-Term Liabilities to our condensed consolidated financial statements as of June 30, 2016 for a detailed discussion of the Credit Facility.
 52    TABLE OF CONTENTS Related-Party Transactions We have entered into the Advisory Agreement with GSV Asset Management. GSV Asset Management is controlled by Michael T. Moe, our Chief Executive Officer and Chair of our board of directors. Mr. Moe, through his ownership interest in GSV Asset Management, is entitled to a portion of any profits earned by GSV Asset Management in performing its services under the Advisory Agreement. Mr. Moe, William Tanona, our Chief Financial Officer, Treasurer and Secretary, and Mark Flynn, our President, as principals of GSV Asset Management, collectively manage the business and internal affairs of GSV Asset Management. Mark Klein, a member of
our board of directors, or entities with which he is affiliated, may receive fees from GSV Asset Management in connection with any offering of our securities and, from time to time, for consulting or non-investment advisory services he may provide to GSV Asset Management. Pursuant to the Advisory Agreement, GSV Asset Management is paid a base annual fee of 2.00% of gross assets, which is our total assets as reflected on our Condensed Consolidated Statements of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments, and an annual incentive fee equal to the lesser of (i) 20% of our realized capital gains during each calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or hurdle, and a catch-up feature, or (ii) 20% of our realized capital gains, if any, on a
cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees. Incentive Fees For GAAP purposes, in accordance with the AICPAs TPA (TIS 6910.2), we are required to accrue incentive fees as if we had fully liquidated our entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of June 30, 2016 and December 31, 2015. This accrual considers both the hypothetical liquidation of our portfolio described previously, as well as our actual cumulative realized gains and losses since inception and any previously paid incentive fees. For the three and six months ended June 30, 2016, we reversed previously accrued incentive fees of $2,907,224 and $8,025,808, respectively. For the three and six months ended June 30, 2015, the Company accrued incentive fees of $1,565,339 and $9,777,067, respectively. Management Fees GSV Asset Management earned $1,740,223 and $3,698,223 in management fees for the three and six months ended June 30, 2016, respectively. GSV Asset Management earned $2,010,385 and $3,931,513 in management fees for the three and six months ended June 30, 2015, respectively. As of June 30, 2016, GSV Asset Management owed us $1,623 for reimbursement of expenses we paid that were the responsibility of GSV Asset Management. In addition, as of June 30, 2016, we owed GSV Asset Management $532,690 for the reimbursement of other expenses. As of December 31, 2015, GSV Asset Management owed us $220,770 for reimbursement of expenses we paid that were the responsibility of GSV Asset Management. In addition, as of December 31, 2015, we owed GSV Asset Management $5,047,429 for earned incentive fees and, to a lesser extent, for the reimbursement of other expenses. We have entered into the Administration Agreement with GSV Capital Service Company to provide administrative services, including furnishing us with office facilities, equipment, clerical, bookkeeping services and other administrative services. GSV Asset Management controls GSV Capital Service Company. We reimburse GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement, including a portion of the rent and the compensation of our President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services,
which creates a conflict that our board of directors must monitor. While there is no limit on the total amount of expenses we may be required to reimburse GSV Capital Service Company, our administrator will only charge us for the actual expenses it incurs on our behalf, or our allocable portion thereof, without any profit to GSV Capital Service Company. There were $698,692 and $1,298,642 in such costs incurred under the Administration Agreement for the three and six months ended June 30, 2016, respectively. There were
 53    TABLE OF CONTENTS $785,036 and $1,587,432 in such costs incurred under the Administration Agreement for the three and six months ended June 30, 2015, respectively. Mark Moe, who is the brother of our Chief Executive Officer, Michael Moe, serves as Vice President of Business Development, Global Expansion for NestGSV, Inc. (d/b/a GSV Labs, Inc.), one of our portfolio companies. Diane Flynn, who is the spouse of our President, Mark Flynn, serves as Chief Marketing Officer of NestGSV, Inc. Ron Johnson, the Chief Executive Officer of Enjoy Technology, Inc., one of our portfolio companies, is the brother-in-law of our President, Mark Flynn. As of June 30, 2016, the fair values of our investments in NestGSV, Inc. and Enjoy Technology, Inc. were $8,338,970 and $5,439,400, respectively. Another
one of our portfolio companies, GSV Sustainability Partners, utilizes office space paid for by GSV Asset Management without paying GSV Asset Management or us any consideration for rent. We do not consider this an arms-length transaction. In addition, our executive officers and directors, and the principals of our investment adviser, GSV Asset Management, serve or may serve as officers and directors of entities that operate in a line of business similar to our own, including new entities that may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, as of August 9, 2016, GSV Asset Management also manages Coursera@GSV Fund, LP and Coursera@GSV-EDBI Fund, LP, special purpose vehicles each comprised of an underlying
investment in Coursera stock (the Coursera Funds), and serves as sub-adviser for certain investment series of GSV Ventures I LLC, GSV Ventures II LLC, GSV Ventures III LLC and GSV Ventures IV LLC, each a venture capital and growth equity fund (collectively, the GSV Ventures Funds), and will likely manage one or more private funds, or series within such private funds in the future. We have no ownership interests in the Coursera Funds or the GSV Ventures Funds sub-advised by GSV Asset Management. While the investment focus of each of these entities, including the Coursera Funds and the GSV Ventures Funds, may be different from our investment objective, it is likely that new investment opportunities that meet our investment objective will come to the attention of one of these entities, or new entities that will likely be formed in the future in connection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made available, to us. However, our executive officers, directors and investment adviser, GSV Asset Management, intend to treat us in a fair and
equitable manner consistent with their applicable duties under law so that we will not be disadvantaged in relation to any other particular client. In addition, while GSV Asset Management anticipates that it will from time to time identify investment opportunities that are appropriate for both us and the other funds that are currently, or in the future may be, managed by GSV Asset Management, to the extent it does identify such opportunities, GSV Asset Management has established an allocation policy to ensure that we have priority over such other funds. Our board of directors will monitor on a quarterly basis any such allocation of investment opportunities between us and any such other funds. GSV Asset Management is the owner of the GSV name and marks, which we are permitted to use pursuant to a non-exclusive license agreement between us and GSV Asset Management. GSV Asset Management and its principals also use and may permit other entities to use the GSV name and marks in connection with businesses and activities unrelated to our operations. The use of the GSV name and marks in connection with businesses and activities unrelated to our operations may not be in the best interests of us or our stockholders and may result in actual or perceived conflicts of interest. In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related-party transactions. To ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain written policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our executive officers and directors.
 54    TABLE OF CONTENTS We also adopted a code of ethics which applies to, among others, our senior officers, including our Chief Executive Officer, President, Chief Financial Officer and Chief Compliance Officer, as well as any other officers and our directors and employees. Our code of ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individuals personal interests and our interests. Pursuant to our code of ethics, each officer, employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance
Officer. Our board of directors is charged with approving any waivers under our code of ethics. As required by the Nasdaq corporate governance listing standards, the Audit Committee of our board of directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K). Critical Accounting Policies Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require managements most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the
reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require managements most difficult, subjective and complex judgments. Investments at Fair Value We apply fair value accounting in accordance with GAAP and the AICPAs Audit and Accounting Guide for Investment Companies. We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair
value hierarchy are as follows: Level 1  Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access at the measurement date. Level 2  Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities. Level 3  Valuations based on unobservable inputs that reflect managements best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such assets and liabilities categorized within the Level 3 table set forth in Note 3  Investments at Fair Value to our condensed consolidated financial statements as of June 30, 2016, may
include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
 55    TABLE OF CONTENTS A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the end of the quarter in which the reclassifications occur. Refer to Note 1  Nature of Operations and Significant Accounting Policies  Levelling Policy to our condensed consolidated financial statements as of June 30, 2016, for a detailed discussion
of the levelling of our financial assets or liabilities and events that may cause a reclassification within the fair value hierarchy. Securities for which market quotations are readily available on an exchange are valued at the closing price of such security on the valuation date; however, if they are subject to restrictions upon sale (such as lock-up restrictions), they may be discounted accordingly. We may also obtain quotes with respect to certain of our investments from pricing services, brokers or dealers in order to value assets. When doing so, we determine whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined to be adequate, we use the quote obtained. Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology, or provides a valuation or methodology that, in the judgment of GSV Asset Management, our board of directors or the Valuation Committee, does not represent fair value, shall each be valued as follows: 1.

          The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of GSV Asset Management responsible for the portfolio investment; 2.

          Preliminary valuation conclusions are then documented and discussed with GSV Asset Management senior management; 3.

          An independent third-party valuation firm is engaged by, or on behalf of, the Valuation Committee to conduct independent appraisals and review managements preliminary valuations and make its own independent assessment, for all investments for which there are no readily available market quotations; 4.

          The Valuation Committee discusses the valuations and recommends to our board of directors a fair value for each investment in the portfolio based on the input of GSV Asset Management and the independent third-party valuation firm; and 5.

          Our board of directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio. In making a good faith determination of the fair value of investments, we consider valuation methodologies consistent with industry practice. Valuation methods utilized include, but are not limited to the following: comparisons to prices from secondary market transactions; venture capital financings; public offerings; purchase or sales transactions; as well as analysis of financial ratios and valuation metrics of the portfolio companies that issued such private equity securities to peer companies that are public, analysis of the portfolio companies most recent financial statements and forecasts, and the markets in which
the portfolio company does business, and other relevant factors. We assign a weighting based upon the relevance of each method to determine the fair value of each investment. The Valuation Committee engages at least one independent valuation firm to perform valuations of our investments that are not publicly traded or for which there are no readily available market quotations. Our board of directors considers the independent valuations provided by the valuation firm(s), among other factors, in making our fair value determinations.
 56    TABLE OF CONTENTS Recent Developments Portfolio Activity From June 30, 2016 through August 9, 2016, we did not purchase any investments. From June 30, 2016 through August 9, 2016, we sold investments of $16,978,469 net of transaction costs as shown in the following table:  Sales by Portfolio Company

          

          Transaction Date

          

          Shares Sold

          

          Average Net Share Price(1)

          

          Net Proceeds

          

          Realized Gain/(Loss)Twitter, Inc.

          

          

          July 8, 2016

          

          

          

          500,000

          

          

          $

          18.04

          

          

          $

          9,019,053

          

          

          $

          259,477Twitter, Inc.

          

          

          July 25, 2016

          

          

          

          300,600

          

          

          

          18.49

          

          

          

          5,559,416

          

          

          

          47,126Lyft, Inc.

          

          

          July 29, 2016

          

          

          

          100,000

          

          

          

          24.00

          

          

          

          2,400,000

          

          

          

          1,383,880Totals

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          16,978,469

          

          

          $

          1,690,483
  (1)

          The average net share price is the net share price realized after deducting all commissions and fees on the sale(s). We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders, and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the
escrow accounts will close and such equity investments will be effectuated. From June 30, 2016 through August 9, 2016, we made no such escrow deposits. Dividends On August 3, 2016, our board of directors declared a dividend of $0.04 per share payable on August 24, 2016 to stockholders of record at the close of business on August 16, 2016. Item 3. Quantitative and Qualitative Disclosures about Market Risk Market Risk Our equity investments are primarily in growth companies that in many cases have short operating histories and are generally illiquid. In addition to the risk that these companies may fail to achieve their objectives, the price we may receive for these companies in private transactions may be significantly impacted by periods of disruption and instability in the capital markets, such as the recent market volatility in China, geopolitical unrest in the Middle East and as a result of the referendum vote relating to the United Kingdoms exit from the European Union. While these periods of disruption generally have little
actual impact on the operating results of our equity investments, these events may significantly impact the prices that market participants will pay for our equity investments in private transactions. This may have a significant impact on the valuation of our equity investments. Interest Rate Risk We are subject to financial market risks, which could include, to the extent we utilize leverage with variable rate structures, changes in interest rates. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest rates to directly impact the return on our portfolio investments, although any significant change in market interest rates could potentially have an indirect effect on the business, financial condition and results of operations of the portfolio companies in which we invest. As of June 30, 2016, all of our debt investments bore a fixed rate of interest. As of June 30, 2016, all of our borrowings bore a fixed rate of interest with the exception of the Credit Facility, which is indexed to the prime rate. We do not expect a significant impact on net investment income or loss due to changes in the prime rate, based on its historical stability. The table below, however, indicates the impact on our net investment income or loss should the prime rate rise.
 57    TABLE OF CONTENTS Based on our June 30, 2016 condensed consolidated balance sheet, the following table shows the impact of changes in interest rates on our net income or loss for the six months ended June 30, 2016, assuming no changes in our investment and borrowing structure:  Basis Point Change

          

          Interest Income

          

          Interest Expense

          

          Net Income/ (Loss)Up 300 Basis points

          

          $

          

          

          

          $

          990,000

          

          

          $

          (990,000

          )Up 200 Basis points

          

          $

          

          

          

          $

          900,000

          

          

          $

          (900,000

          )Up 100 Basis points

          

          $

          

          

          

          $

          810,000

          

          

          $

          (810,000

          )Down 100 Basis points

          

          $

          

          

          

          $

          

          

          

          $

          Down 200 Basis points

          

          $

          

          

          

          $

          

          

          

          $

          Down 300 Basis points

          

          $

          

          

          

          $

          

          

          

          $

          
 Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not reflect potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase or decrease in net assets resulting from operations, or net income or loss. Item 4. Controls and Procedures As of June 30, 2016, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms,
and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures. There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 58    TABLE OF CONTENTS PART II. OTHER INFORMATION Item 1. Legal Proceedings Although we and GSV Asset Management may, from time to time, be involved in litigation arising out of our and GSV Asset Managements operations in the normal course of business or otherwise, except as set forth in Item 3. Legal Proceedings of our annual report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 15, 2016, neither we nor GSV Asset Management is currently a party to any pending material legal proceedings. There have been no material developments in the legal proceedings described in Item 3. Legal Proceedings of our annual report on Form 10-K for the fiscal
year ended December 31, 2015, since the date such report was filed with the SEC. Item 1A. Risk Factors In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 15, 2016, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially and adversely affect our business, financial condition and/or
operating results. During the six months ended June 30, 2016, there have been no material changes to the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the fiscal year ended December 31, 2015. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Not applicable. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosure Not applicable. Item 5. Other Information Not applicable.
 59    TABLE OF CONTENTS Item 6. Exhibits The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:  3.1

          

          Articles of Amendment and Restatement(1)3.2

          

          Articles of Amendment(2)3.3

          

          Bylaws(1)11.1

          

          Computation of Per Share Earnings (Included in Note 5  Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share  Basic and Diluted to our Condensed Consolidated Financial Statements contained in this report)31.1

          

          Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*31.2

          

          Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*32.1

          

          Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*32.2

          

          Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
  (1)

          Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrants Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein. (2)

          Previously filed in connection with the Registrants Current Report on Form 8-K (File No. 814-00852) filed on June 1, 2011, and incorporated by reference herein. *

          Filed herewith.
 60    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  Portfolio Company/Type of Investment*

          

          Amount ofInterest, Feesor DividendsCredited in Income

          

          Fair Value at December 31, 2015

          

          Transfer from Control Investment To Non-Control/Non-Affiliate Investment

          

          Purchases

          

          Sales

          

          Realized andUnrealized Gains/(Losses)

          

          Fair Value at June 30, 2016Control InvestmentsStormWind, LLC(1)Preferred shares, Series C

          

          $

          

          

          

          $

          4,599,718

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          524,650

          

          

          $

          5,124,368Preferred shares, Series B

          

          

          

          

          

          

          4,633,228

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          292,335

          

          

          

          4,925,563Preferred shares, Series A

          

          

          

          

          

          

          518,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          32,683

          

          

          

          550,683NestGSV, Inc. (d/b/a GSV Labs, Inc.)Convertible Promissory Note 8% Due 07/31/2017***

          

          

          15,000

          

          

          

          

          

          

          

          

          

          

          

          501,160

          

          

          

          

          

          

          

          (1,160

          )

          

          

          500,000Unsecured Promissory Note 10% Due 11/23/2016

          

          

          5,417

          

          

          

          

          

          

          

          

          

          

          

          500,000

          

          

          

          

          

          

          

          

          

          

          

          500,000Preferred shares, Series D

          

          

          

          

          

          

          4,960,565

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (254,229

          )

          

          

          4,706,336Preferred shares, Series C

          

          

          

          

          

          

          1,733,404

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (83,023

          )

          

          

          1,650,381Preferred shares, Series B

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          284,626

          

          

          

          284,626Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          476,377

          

          

          

          476,377Common shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Preferred warrants, Series C  $1.33 Strike Price, Expiration Date 4/4/2019

          

          

          

          

          

          

          31,875

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          9,375

          

          

          

          41,250Preferred warrants Series D  $1.33 Strike Price, Expiration Date 10/6/2019

          

          

          

          

          

          

          145,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          35,000

          

          

          

          180,000GSV Sustainability PartnersPreferred shares, Class A

          

          

          

          

          

          

          6,250,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,523,289

          )

          

          

          4,726,711Common shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Total Control Investments

          

          $

          20,417

          

          

          $

          22,871,790

          

          

          $

          

          

          

          $

          1,001,160

          

          

          $

          

          

          

          $

          (206,655

          )

          

          $

          23,666,295Affiliate InvestmentsAlwaysOn, Inc.Preferred shares, Series A-1

          

          $

          

          

          

          $

          133,978

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          (133,978

          )

          

          $

          Preferred shares, Series A

          

          

          

          

          

          

          191,993

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (191,993

          )

          

          

          Preferred warrants Series A, $1.00 strike price, expire 1/9/2017

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Whittle Schools, LLC(2)Preferred shares, Series B

          

          

          

          

          

          

          3,000,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,000,000Common shares

          

          

          

          

          

          

          1,500,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,500,000Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))Promissory Note, 12%, 11/17/2016***

          

          

          1,496

          

          

          

          25,000

          

          

          

          

          

          

          

          440

          

          

          

          

          

          

          

          1,104

          

          

          

          26,544Preferred shares, Series A

          

          

          

          

          

          

          1,156,175

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (89,882

          )

          

          

          1,066,293Preferred warrants, $1.17 Strike Price, Expiration Date 11/18/2022

          

          

          

          

          

          

          429

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (268

          )

          

          

          161Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021

          

          

          

          

          

          

          14,065

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (8,791

          )

          

          

          5,274Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021

          

          

          

          

          

          

          3,088

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,930

          )

          

          

          1,158
 61    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued)  Portfolio Company/Type of Investment*

          

          Amount ofInterest, Feesor DividendsCredited in Income

          

          Fair Value at December 31, 2015

          

          Transfer from Control Investment To Non-Control/Non-Affiliate Investment

          

          Purchases

          

          Sales

          

          Realized andUnrealized Gains/(Losses)

          

          Fair Value at June 30, 2016Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020

          

          $

          

          

          

          $

          12,864

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          (8,040

          )

          

          $

          4,824Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017

          

          

          

          

          

          

          55,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (35,000

          )

          

          

          20,000CUX, Inc. (d/b/a CorpU)Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(4)

          

          

          43,082

          

          

          

          1,080,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,080,000Convertible preferred shares, Series D

          

          

          

          

          

          

          775,861

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          775,861Convertible preferred shares, Series C

          

          

          

          

          

          

          1,959,127

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (45,643

          )

          

          

          1,913,484Preferred warrants, $4.59 Strike Price, Expiration Date 2/25/2018

          

          

          

          

          

          

          10,142

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (7,268

          )

          

          

          2,874Curious.com Inc.Preferred shares, Series B

          

          

          

          

          

          

          9,996,311

          

          

          

          

          

          

          

          2,000,003

          

          

          

          

          

          

          

          (358,501

          )

          

          

          11,637,813Declara, Inc.Convertible Promissory Note 6% Due 12/30/2016***

          

          

          59,835

          

          

          

          2,000,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          2,000,000Preferred shares, Series A

          

          

          

          

          

          

          9,999,999

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          9,999,999EdSurge, Inc.Preferred shares, Series A-1

          

          

          

          

          

          

          500,000

          

          

          

          

          

          

          

          400

          

          

          

          

          

          

          

          30,487

          

          

          

          530,887Preferred shares, Series A

          

          

          

          

          

          

          524,867

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          24,891

          

          

          

          549,758Fullbridge, Inc.Convertible Promissory Note, 10% Due 3/2/2016(3)

          

          

          (85,829

          )

          

          

          1,020,859

          

          

          

          

          

          

          

          400

          

          

          

          

          

          

          

          (804,397

          )

          

          

          216,862Convertible Promissory Note, 10% Due 3/14/2017(3)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,000,000

          

          

          

          

          

          

          

          (94,014

          )

          

          

          905,986Preferred shares, Series D

          

          

          

          

          

          

          3,111,714

          

          

          

          

          

          

          

          1,040

          

          

          

          

          

          

          

          (3,112,754

          )

          

          

          Preferred shares, Series C

          

          

          

          

          

          

          1,625,001

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,625,001

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 3/2/2020

          

          

          

          

          

          

          2,831

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (2,831

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020

          

          

          

          

          

          

          1,862

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,862

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019

          

          

          

          

          

          

          1,923

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,923

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 4/3/2019

          

          

          

          

          

          

          4,121

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (4,121

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 10/10/2018

          

          

          

          

          

          

          824

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (824

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018

          

          

          

          

          

          

          824

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (824

          )

          

          

          Common warrants, $0.91 Strike Price, Expiration Date 2/18/2019

          

          

          

          

          

          

          7,143

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (7,143

          )

          

          

          
 62    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued) Portfolio Company/Type of Investment*

          

          Amount ofInterest, Feesor DividendsCredited in Income

          

          Fair Value at December 31, 2015

          

          Transfer from Control Investment To Non-Control/Non-Affiliate Investment

          

          Purchases

          

          Sales

          

          Realized andUnrealized Gains/(Losses)

          

          Fair Value at June 30, 2016Global Education Learning (Holdings) Ltd.**Preferred shares, Series A

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          120

          

          

          $

          

          

          

          $

          (120

          )

          

          $

          Maven Research, Inc.Preferred shares, Series C

          

          

          

          

          

          

          1,999,998

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,999,998Preferred shares, Series B

          

          

          

          

          

          

          249,691

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          249,691Orchestra One, Inc. (f/k/a Learnist Inc.)(5)Common shares

          

          

          

          

          

          

          4,364

          

          

          

          (4,364

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Ozy Media, Inc.Preferred shares, Series B

          

          

          

          

          

          

          4,690,178

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (43,037

          )

          

          

          4,647,141Preferred shares, Series A

          

          

          

          

          

          

          3,907,004

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (35,850

          )

          

          

          3,871,154Preferred shares, Series Seed

          

          

          

          

          

          

          1,531,812

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (14,055

          )

          

          

          1,517,757PayNearMe, Inc.Preferred shares, Series E

          

          

          

          

          

          

          13,974,887

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          13,974,887Strategic Data Command, LLC(6)Common shares

          

          

          

          

          

          

          1,001,650

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          205,750

          

          

          

          1,207,400Total Affiliate Investments

          

          $

          18,584

          

          

          $

          66,075,585

          

          

          $

          (4,364

          )

          

          $

          3,002,403

          

          

          $

          

          

          

          $

          (6,367,818

          )

          

          $

          62,705,806
  *

          All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering. **

          Indicates assets that GSV Capital Corp. believes do not represent qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended. ***

          Investment is income producing. (1)

          GSV Capital Corp.s investment in StormWind, LLC is held through its wholly owned subsidiary GSVC SW Holdings, Inc. (2)

          GSV Capital Corp.s investment in Whittle Schools, LLC is held through its wholly owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC. (3)

          Investments were on non-accrual status as of June 30, 2016. (4)

          Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018). Interest began compounding annually on November 26, 2015. (5)

          GSV Capital Corp.s ownership percentage in Orchestra One, Inc. (f/k/a Learnist Inc.) decreased to below 5% and, as such, Orchestra One, Inc. is no longer classified as an Affiliate Investment as of June 30, 2016. As such, the Company has reflected a transfer out of the Affiliate Investment category above as of June 30, 2016 to indicate that the investment in Orchestra One, Inc., while still held as of June 30, 2016, does not meet the criteria of an Affiliate Investment as defined in the Investment Company Act of 1940, as amended. (6)

          GSV Capital Corp.s investment in Strategic Data Command, LLC is held through its wholly owned subsidiary GSVC SVDS Holdings, Inc.
 63    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued)  Portfolio Company/Type of Investment*

          

          Amount ofInterest, Fees or DividendsCredited inIncome

          

          Fair Value at December 31,2014

          

          Transfer from Control Investment To Affiliate Investment

          

          Purchases

          

          Sales

          

          Realized andUnrealizedGains/(Losses)

          

          Fair Value at December 31,2015Control InvestmentsAlwaysOn, Inc.Preferred shares, Series A

          

          $

          

          

          

          $

          629,309

          

          

          $

          (629,309

          )

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          Preferred shares, Series A-1

          

          

          

          

          

          

          491,252

          

          

          

          (491,252

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Preferred warrants Series A, $1.00 strike price, expire 1/9/2017

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          StormWind, LLC(1)Preferred shares, Series C

          

          

          

          

          

          

          4,338,830

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          260,888

          

          

          

          4,599,718Preferred shares, Series B

          

          

          

          

          

          

          4,347,608

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          285,620

          

          

          

          4,633,228Preferred shares, Series A

          

          

          

          

          

          

          391,592

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          126,408

          

          

          

          518,000NestGSV, Inc. (d/b/a GSV Labs, Inc.)Preferred shares, Series D

          

          

          

          

          

          

          1,460,557

          

          

          

          

          

          

          

          3,499,999

          

          

          

          

          

          

          

          9

          

          

          

          4,960,565Preferred shares, Series C

          

          

          

          

          

          

          1,503,832

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          229,572

          

          

          

          1,733,404Preferred shares, Series B

          

          

          

          

          

          

          265,980

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (265,980

          )

          

          

          Preferred shares, Series A

          

          

          

          

          

          

          440,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (440,000

          )

          

          

          Common shares

          

          

          

          

          

          

          1,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,000

          )

          

          

          Preferred warrants Series D  $1.33 Strike Price, Expiration Date 10/6/2019

          

          

          

          

          

          

          65,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          80,000

          

          

          

          145,000Preferred warrants, Series C  $1.33 Strike Price, Expiration Date 4/9/2019

          

          

          

          

          

          

          24,375

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          7,500

          

          

          

          31,875GSV Sustainability PartnersPreferred shares, Class A

          

          

          

          

          

          

          4,850,000

          

          

          

          

          

          

          

          2,300,156

          

          

          

          

          

          

          

          (900,156

          )

          

          

          6,250,000Common shares

          

          

          

          

          

          

          10,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (10,000

          )

          

          

          Total Control Investments

          

          $

          

          

          

          $

          18,819,335

          

          

          $

          (1,120,561

          )

          

          $

          5,800,155

          

          

          $

          

          

          

          $

          (627,139

          )

          

          $

          22,871,790Affiliate InvestmentsAlwaysOn, Inc.Preferred shares, Series A

          

          $

          

          

          

          $

          

          

          

          $

          629,309

          

          

          $

          

          

          

          $

          

          

          

          $

          (437,316

          )

          

          $

          191,993Preferred shares, Series A-1

          

          

          

          

          

          

          

          

          

          

          491,252

          

          

          

          320

          

          

          

          

          

          

          

          (357,594

          )

          

          

          133,978Preferred warrants Series A, $1.00 strike price, expire 1/9/2017

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Whittle Schools, LLC(2)Preferred shares, Series B

          

          

          

          

          

          

          3,000,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,000,000Common shares

          

          

          

          

          

          

          1,500,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,500,000Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))Preferred shares, Series A

          

          

          

          

          

          

          1,705,006

          

          

          

          

          

          

          

          293,558

          

          

          

          

          

          

          

          (842,389

          )

          

          

          1,156,175Term Loan, 12%, 09/30/2015***

          

          

          (6,440

          )

          

          

          288,114

          

          

          

          

          

          

          

          

          

          

          

          (292,798

          )

          

          

          4,684

          

          

          

          Term Loan, 12%, 11/18/2016***(7)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          26,104

          

          

          

          

          

          

          

          (1,104

          )

          

          

          25,000Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017

          

          

          

          

          

          

          165,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (110,000

          )

          

          

          55,000Preferred warrants, $1.17 Strike Price, Expiration Date 8/29/2021

          

          

          

          

          

          

          58,019

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (43,954

          )

          

          

          14,065
 64    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued)  Portfolio Company/Type of Investment*

          

          Amount ofInterest, Fees or DividendsCredited inIncome

          

          Fair Value at December 31,2014

          

          Transfer from Control Investment To Affiliate Investment

          

          Purchases

          

          Sales

          

          Realized andUnrealizedGains/(Losses)

          

          Fair Value at December 31,2015Preferred warrants, $1.17 Strike Price, Expiration Date 9/30/2020

          

          $

          

          

          

          $

          64,322

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          (51,458

          )

          

          $

          12,864Preferred warrants, $1.16 Strike Price, Expiration Date 6/26/2021

          

          

          

          

          

          

          12,736

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (9,648

          )

          

          

          3,088Circle Media, Inc.  Preferred Warrants Series A (f/k/a S3 Digital Corp.)  Strike Price $1.166, Expiration Date 11/18/2022

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          576

          

          

          

          

          

          

          

          (147

          )

          

          

          429CUX, Inc. (d/b/a CorpU)Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018 ***(5)

          

          

          80,631

          

          

          

          1,007,671

          

          

          

          

          

          

          

          80,000

          

          

          

          

          

          

          

          (7,671

          )

          

          

          1,080,000Convertible preferred shares, Series C

          

          

          

          

          

          

          2,292,582

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (333,455

          )

          

          

          1,959,127Convertible preferred shares, Series D

          

          

          

          

          

          

          716,066

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          59,795

          

          

          

          775,861Preferred warrants, $4.59 Strike Price, Expiration Date 2/25/2018

          

          

          

          

          

          

          12,508

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (2,366

          )

          

          

          10,142Cricket Media (f/k/a ePals Inc.)**(4)(6)Common shares

          

          

          

          

          

          

          331,126

          

          

          

          (331,126

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Curious.com Inc.Preferred shares, Series B

          

          

          

          

          

          

          9,996,311

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          9,996,311Declara, Inc.Declara, Inc., Convertible Promissory Note 6% Due 12/30/2016

          

          

          658

          

          

          

          

          

          

          

          

          

          

          

          2,000,000

          

          

          

          

          

          

          

          

          

          

          

          2,000,000Preferred shares, Series A

          

          

          

          

          

          

          10,019,825

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (19,826

          )

          

          

          9,999,999EdSurge, Inc.Preferred shares, Series A

          

          

          

          

          

          

          505,328

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          19,539

          

          

          

          524,867Preferred shares, Series A-1

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          500,960

          

          

          

          

          

          

          

          (960

          )

          

          

          500,000Fullbridge, Inc.Convertible Promissory Note, 10% Interest rate, 3/2/2016***

          

          

          142,645

          

          

          

          

          

          

          

          

          

          

          

          1,014,395

          

          

          

          

          

          

          

          6,464

          

          

          

          1,020,859Preferred shares, Series D

          

          

          

          

          

          

          3,111,714

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,111,714Preferred shares, Series C

          

          

          

          

          

          

          1,625,001

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,625,001Common warrants, $0.91 Strike Price, Expiration Date 2/18/2019

          

          

          

          

          

          

          1,862

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,281

          

          

          

          7,143Common warrants, $0.91 Strike Price, Expiration Date 4/3/2019

          

          

          

          

          

          

          824

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,297

          

          

          

          4,121Common warrants, $0.91 Strike Price, Expiration Date 3/2/2020

          

          

          

          

          

          

          4,121

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,290

          )

          

          

          2,831Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019

          

          

          

          

          

          

          1,923

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,923Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020

          

          

          

          

          

          

          7,143

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (5,281

          )

          

          

          1,862
 65    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued) Portfolio Company/Type of Investment*

          

          Amount ofInterest, Fees or DividendsCredited inIncome

          

          Fair Value at December 31,2014

          

          Transfer from Control Investment To Affiliate Investment

          

          Purchases

          

          Sales

          

          Realized andUnrealizedGains/(Losses)

          

          Fair Value at December 31,2015Common warrants, $0.91 Strike Price, Expiration Date 10/10/2018

          

          $

          

          

          

          $

          824

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          824Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          824

          

          

          

          824Global Education Learning (Holdings) Ltd.**Preferred shares, Series A

          

          

          

          

          

          

          3,995,221

          

          

          

          

          

          

          

          

          

          

          

          (3,660,394

          )

          

          

          (334,827

          )

          

          

          Orchestra One, Inc. (f/k/a Learnist Inc.)Common Shares(7)

          

          

          

          

          

          

          

          

          

          

          5,379,310

          

          

          

          

          

          

          

          

          

          

          

          (5,374,946

          )

          

          

          4,364Preferred shares, Series D

          

          

          

          

          

          

          2,319,014

          

          

          

          (2,319,014

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Preferred shares, Series E

          

          

          

          

          

          

          1,610,296

          

          

          

          (1,610,296

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Preferred shares, Series F

          

          

          

          

          

          

          1,450,000

          

          

          

          (1,450,000

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Maven Research, Inc.Preferred shares, Series C

          

          

          

          

          

          

          1,999,998

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,999,998Preferred shares, Series B

          

          

          

          

          

          

          249,691

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          249,691Ozy Media, Inc.Preferred shares, Series B

          

          

          

          

          

          

          4,999,999

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (309,821

          )

          

          

          4,690,178Preferred shares, Series A

          

          

          

          

          

          

          4,165,091

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (258,087

          )

          

          

          3,907,004Preferred shares, Series Seed

          

          

          

          

          

          

          1,573,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (41,188

          )

          

          

          1,531,812PayNearMe, Inc.Preferred shares, Series E

          

          

          

          

          

          

          9,982,064

          

          

          

          

          

          

          

          3,999,998

          

          

          

          

          

          

          

          (7,175

          )

          

          

          13,974,887The rSmart Group, Inc.Preferred shares, Series B

          

          

          

          

          

          

          192,586

          

          

          

          

          

          

          

          1,920

          

          

          

          (5,000

          )

          

          

          (189,506

          )

          

          

          Strategic Data Command, LLC(3)Common shares

          

          

          

          

          

          

          1,000,000

          

          

          

          

          

          

          

          

          

          

          

          (12,373

          )

          

          

          14,023

          

          

          

          1,001,650Totus Solutions, Inc.Convertible Promissory Note 6%, Expiration Date, 4/1/2016***

          

          

          (3,074

          )

          

          

          78,425

          

          

          

          

          

          

          

          760

          

          

          

          (50,000

          )

          

          

          (29,185

          )

          

          

          Preferred shares, Series B

          

          

          

          

          

          

          128,902

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (128,902

          )

          

          

          Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Common Shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Total Affiliate Investments

          

          $

          214,420

          

          

          $

          70,172,313

          

          

          $

          789,435

          

          

          $

          7,918,591

          

          

          $

          (4,020,565

          )

          

          $

          (8,784,189

          )

          

          $

          66,075,585
  *

          All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering. **

          Indicates assets that GSV Capital Corp. believes do not represent qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended. ***

          Investment is income producing. (1)

          GSV Capital Corp.s investment in StormWind, LLC is held through its wholly owned subsidiary GSVC SW Holdings, Inc. (2)

          GSV Capital Corp.s investment in Whittle Schools, LLC is held through its wholly owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment that is collateralized by Avenues Global Holdings, LLC as well as the personal collateral of Chris Whittle, the former chairman of Avenues Global Holdings, LLC.
 66    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued) (3)

          GSV Capital Corp.s investment in Strategic Data Command, LLC is held through its wholly owned subsidiary GSVC SVDS Holdings, Inc. (4)

          On October 22, 2013, Cricket Media (f/k/a ePals Inc.) priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. At December 31, 2015, GSV Capital Corp. valued Cricket Media based on its December 31, 2015 closing price. GSV Capital Corp.s Chief Executive Officer, Michael Moe, serves on the board of directors for Cricket Media, which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law. (5)

          Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015. (6)

          Subsequent to the filing of its annual report on Form 10-K for the fiscal year ended December 31, 2015, GSV Capital Corp. identified that its investment in Cricket Media was inappropriately included as an affiliate as of December 31, 2015 in the accompanying Schedule of Investments in and Advances to Affiliates. Therefore, the Schedule of Investments in and Advances to Affiliates included in this quarterly report has been corrected to remove all Cricket Media balances related to the year ended December 31, 2015, including the total fair value of $67,296. Management does not consider these amounts to be material to its previously issued Schedule of Investments in and Advances to Affiliates. (7)

          Subsequent to the filing of GSV Capital Corp.s annual report on Form 10-K for the fiscal year ended December 31, 2015, certain typographical formatting matters were identified where Schedule of Investments in and Advances to Affiliates activities were formatted in the incorrect columns. Such formatting matters have been corrected in this presentation.
 67    TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  GSV CAPITAL CORP.Date: August 9, 2016By:/s/ Michael T. MoeMichael T. Moe Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)Date: August 9, 2016

          

          By:/s/ William TanonaWilliam Tanona Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
 68