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 September 30, 2015  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 number of shares of the issuers Common Stock, $0.01 par value, outstanding as of November 9, 2015 was 19,320,100.
     TABLE OF CONTENTS GSV CAPITAL CORP.  TABLE OF CONTENTS  PAGEPART I.FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements





1Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2015 (unaudited) and December 31, 2014





1Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)





2Condensed Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2015 and 2014 (unaudited)





3Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)





4Condensed Consolidated Schedule of Investments as of September 30, 2015 (unaudited)





6Condensed Consolidated Schedule of Investments as of December 31, 2014





13Notes to the Condensed Consolidated Financial Statements as of September 30, 2015 (unaudited)





20Note 1  Nature of Operations and Significant Accounting Policies





20Note 2  Related-Party Arrangements





28Note 3  Investments at Fair Value





30Note 4  Equity Offerings and Related Expenses





37Note 5  Net Increase in Net Assets Resulting from Operations per Common Share  Basic and Diluted





37Note 6  Commitments and Contingencies





38Note 7  Financial Highlights





38Note 8  Income Taxes





39Note 9  Long Term Liabilities





41Note 10  Subsequent Events





43Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations





44Forward-Looking Statements





44Overview





45Investments  (Portfolio Activity)





45Results of Operations





47Liquidity and Capital Resources





54Equity Issuances & Debt Capital Activities





55Contractual Obligations





55Off-Balance Sheet Arrangements





55Distribution Policy





55Borrowings





56Related-Party Transactions





57
 i    TABLE OF CONTENTS PAGECritical Accounting Policies





59Recent Developments





59Item 3.Quantitative and Qualitative Disclosures About Market Risk





60Item 4.Controls and Procedures





60PART II.OTHER INFORMATIONItem 1.Legal Proceedings





61Item 1A.Risk Factors





61Item 2.Unregistered Sales of Equity Securities and Use of Proceeds





61Item 3.Defaults Upon Senior Securities





61Item 4.Mine Safety Disclosure





61Item 5.Other Information





61Item 6.Exhibits





62Schedules of Investments in and Advances to Affiliates (Schedules 12-14) as of September 30, 2015 (unaudited) and December 31, 2014





63Signatures





69
 ii    TABLE OF CONTENTS Item 1. Financial Statements GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES  September 30, 2015

          

          December 31, 2014(Unaudited)ASSETSInvestments at fair value:Investments in controlled securities (cost of $20,631,912 and $17,933,651 respectively)(1)

          

          $

          22,986,021

          

          

          $

          18,819,335Investments in affiliated securities (cost of $71,650,488 and $80,760,208 respectively)(1)

          

          

          66,865,382

          

          

          

          70,172,313Investments in non-controlled/non-affiliated securities (cost of $187,578,628 and $202,417,830 respectively)

          

          

          259,938,971

          

          

          

          281,992,669Investments in treasury bill (cost of $25,000,604 and $100,001,692 respectively)

          

          

          25,000,604

          

          

          

          100,000,056Investments owned and pledged (amortized cost of $3,669,246 and $7,286,332 respectively)(2)

          

          

          3,680,616

          

          

          

          7,298,042Total Investments (cost of $308,530,878 and $408,399,713 respectively)

          

          

          378,471,594

          

          

          

          478,282,415Cash

          

          

          56,844,097

          

          

          

          3,472,880Restricted cash

          

          

          52,931

          

          

          

          48,889Due from:GSV Asset Management(1)

          

          

          205,472

          

          

          

          204,825Portfolio companies(1)

          

          

          60,371

          

          

          

          85,356Interest and dividends receivable

          

          

          128,747

          

          

          

          26,671Prepaid expenses and other assets

          

          

          346,985

          

          

          

          596,926Deferred financing costs

          

          

          2,299,565

          

          

          

          2,928,134Total Assets

          

          

          438,409,762

          

          

          

          485,646,096LIABILITIESDue to:GSV Asset Management(1)

          

          

          19,980

          

          

          

          23,396Accounts payable and accrued expenses

          

          

          67,863

          

          

          

          292,950Accrued incentive fees(1)

          

          

          24,977,501

          

          

          

          14,137,899Accrued management fees(1)

          

          

          687,672

          

          

          

          641,276Accrued interest payable

          

          

          150,938

          

          

          

          1,139,458Payable for securities purchased

          

          

          22,000,596

          

          

          

          90,001,692Current taxes payable

          

          

          31,801

          

          

          

          134,733Deferred tax liability

          

          

          9,408,847

          

          

          

          6,907,666Line of credit payable

          

          

          

          

          

          

          18,000,000Convertible Senior Notes embedded derivative liability

          

          

          

          

          

          

          1,000Convertible Senior Notes payable 5.25% due September 15, 2018

          

          

          68,562,077

          

          

          

          68,462,353Total Liabilities

          

          

          125,907,275

          

          

          

          199,742,423Commitments and contingencies (Note 6)Net Assets

          

          $

          312,502,487

          

          

          $

          285,903,673NET ASSETSCommon stock, par value $0.01 per share (100,000,000 authorized; 19,320,100 issued and outstanding)

          

          $

          193,201

          

          

          $

          193,201Paid-in capital in excess of par

          

          

          275,837,514

          

          

          

          275,837,514Accumulated net investment loss

          

          

          (75,941,010

          )

          

          

          (31,972,292

          )Accumulated net realized gains on investments

          

          

          54,984,417

          

          

          

          496,782Accumulated net unrealized appreciation of investments

          

          

          57,428,365

          

          

          

          41,348,468Net Assets

          

          $

          312,502,487

          

          

          $

          285,903,673Net Asset Value Per Share

          

          $

          16.17

          

          

          $

          14.80
  (1)

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

          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 September 30, 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 September 30, 2015, the remaining government securities are shown on the Condensed Consolidated Statements of Assets and Liabilities as Investments owned and pledged with an amortized cost of $3,669,246. See notes to the Condensed Consolidated Financial Statements
 1    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)  Three Months Ended September 30,

          

          Nine Months Ended September 30,2015

          

          2014

          

          2015

          

          2014INVESTMENT INCOMEInterest income from controlled securities(1)

          

          $

          

          

          

          $

          4,083

          

          

          $

          

          

          

          $

          9,816Interest income from affiliated securities(1)

          

          

          31,992

          

          

          

          9,294

          

          

          

          152,388

          

          

          

          112,747Interest income from non-controlled/non-affiliated securities

          

          

          7,371

          

          

          

          8,594

          

          

          

          23,109

          

          

          

          36,369Dividend income from non-controlled/non-affiliated securities

          

          

          

          

          

          

          

          

          

          

          46,781

          

          

          

          887Total Investment Income

          

          

          39,363

          

          

          

          21,971

          

          

          

          222,278

          

          

          

          159,819OPERATING EXPENSESManagement fees(1)

          

          

          2,063,017

          

          

          

          1,949,705

          

          

          

          5,994,530

          

          

          

          5,639,564Incentive fees(1)

          

          

          1,062,535

          

          

          

          3,684,300

          

          

          

          10,839,602

          

          

          

          5,498,585Costs incurred under Administration Agreement(1)

          

          

          598,456

          

          

          

          718,896

          

          

          

          2,185,888

          

          

          

          2,557,129Directors fees

          

          

          94,620

          

          

          

          65,000

          

          

          

          287,426

          

          

          

          195,000Professional fees

          

          

          265,429

          

          

          

          442,683

          

          

          

          1,001,401

          

          

          

          1,301,777Interest and credit facility expense

          

          

          1,183,833

          

          

          

          1,442,063

          

          

          

          3,781,419

          

          

          

          4,155,759Income tax expense

          

          

          852,970

          

          

          

          

          

          

          

          852,970

          

          

          

          Other expenses

          

          

          118,417

          

          

          

          115,922

          

          

          

          382,895

          

          

          

          434,849Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          (147,000

          )

          

          

          (1,000

          )

          

          

          (787,000

          )Total Operating Expenses

          

          

          6,239,277

          

          

          

          8,271,569

          

          

          

          25,325,131

          

          

          

          18,995,663(Provision)/Benefit for taxes on net investment loss(2)

          

          

          (26,583,935

          )

          

          

          3,368,311

          

          

          

          (18,865,865

          )

          

          

          7,740,594Net Investment Loss

          

          

          (32,783,849

          )

          

          

          (4,881,287

          )

          

          

          (43,968,718

          )

          

          

          (11,095,250

          )Net Realized Gains (Losses):From affiliated securities

          

          

          (10,170,567

          )

          

          

          

          

          

          

          (10,161,030

          )

          

          

          10,419From non-controlled/non-affiliated securities

          

          

          37,460,383

          

          

          

          17,160,816

          

          

          

          64,305,863

          

          

          

          17,832,576Net Realized Gains (Losses) on investments

          

          

          27,289,816

          

          

          

          17,160,816

          

          

          

          54,144,833

          

          

          

          17,842,995(Provision)/Benefit for taxes on net realized gains on investments(2)

          

          

          11,307,706

          

          

          

          (7,006,762

          )

          

          

          342,802

          

          

          

          (7,285,295

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

          

          

          719,143

          

          

          

          46,029

          

          

          

          685,571

          

          

          

          (367,942

          )From affiliated securities

          

          

          5,124,897

          

          

          

          (3,783,766

          )

          

          

          4,467,809

          

          

          

          (7,650,194

          )From non-controlled/non-affiliated securities

          

          

          (27,825,708

          )

          

          

          4,998,420

          

          

          

          (5,095,366

          )

          

          

          17,677,865Net Change in Unrealized Appreciation (Depreciation) of investments

          

          

          (21,981,668

          )

          

          

          1,260,683

          

          

          

          58,014

          

          

          

          9,659,729(Provision)/Benefit for taxes on unrealized appreciation/depreciation of investments(2)

          

          

          25,020,686

          

          

          

          (514,737

          )

          

          

          16,021,883

          

          

          

          (3,944,068

          )Net Increase in Net Assets Resulting from Operations

          

          $

          8,852,691

          

          

          $

          6,018,713

          

          

          $

          26,598,814

          

          

          $

          5,178,111Net Increase in Net Assets Resulting from Operations per Common ShareBasic

          

          $

          0.45

          

          

          $

          0.31

          

          

          $

          1.37

          

          

          $

          0.27Diluted(3)

          

          $

          0.42

          

          

          $

          0.30

          

          

          $

          1.27

          

          

          $

          0.27Weighted-Average Common Shares OutstandingBasic

          

          

          19,320,100

          

          

          

          19,320,100

          

          

          

          19,320,100

          

          

          

          19,320,100Diluted(3)

          

          

          23,564,228

          

          

          

          23,564,228

          

          

          

          23,564,228

          

          

          

          19,320,100
  (1)

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

          Due to the Companys change in tax status to a regulated investment company (RIC) from a C Corporation, the associated accrued benefits and provisions from previous periods were reversed, resulting in a provision for net investment loss, a benefit for net realized gains, and a benefit for unrealized appreciation of investments for the three and nine months ended September 30, 2015. Refer to Note 8  Income Taxes and Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  Results of Operations for further detail. (3)

          For the nine months ended September 30, 2014, 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 in Net Assets Resulting from Operations per Common Share  Basic and Diluted for further detail. See notes to the Condensed Consolidated Financial Statements
 2    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)  Nine months ended September 30, 2015

          

          Nine months ended September 30, 2014Net Increase in Net Assets Resulting from OperationsNet Investment Loss

          

          $

          (43,968,718

          )

          

          $

          (11,095,250

          )Net Realized Gains on Investments

          

          

          54,144,833

          

          

          

          17,842,995(Provision)/Benefit for Taxes on Net Realized Gains on Investments

          

          

          342,802

          

          

          

          (7,285,295

          )Net Change in Unrealized Appreciation of investments

          

          

          58,014

          

          

          

          9,659,729(Provision)/Benefit for Taxes on Unrealized Appreciation of Investments

          

          

          16,021,883

          

          

          

          (3,944,068

          )Net Increase in Net Assets Resulting from Operations

          

          

          26,598,814

          

          

          

          5,178,111Total Increase in Net Assets

          

          

          26,598,814

          

          

          

          5,178,111Net Assets at Beginning of Period

          

          

          285,903,673

          

          

          

          287,966,444Net Assets at End of Period

          

          $

          312,502,487

          

          

          $

          293,144,555Capital Share ActivityShares Issued

          

          

          

          

          

          

          Shares Outstanding at Beginning of Period

          

          

          19,320,100

          

          

          

          19,320,100Shares Outstanding at End of Period

          

          

          19,320,100

          

          

          

          19,320,100
 See notes to the Condensed Consolidated Financial Statements
 3    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)  Nine months ended September 30, 2015

          

          Nine months ended September 30, 2014Cash Flows from Operating ActivitiesNet increase in net assets resulting from operations

          

          $

          26,598,814

          

          

          $

          5,178,111Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:Net realized gains on investments

          

          

          (54,144,833

          )

          

          

          (17,842,995

          )Net change in unrealized appreciation of investments

          

          

          (58,014

          )

          

          

          (9,659,729

          )Gain on fair value adjustment for embedded derivative

          

          

          (1,000

          )

          

          

          (787,000

          )Deferred tax liability

          

          

          2,501,181

          

          

          

          3,488,769Amortization of discount on Convertible Senior Notes

          

          

          99,724

          

          

          

          Amortization of deferred financing costs

          

          

          628,569

          

          

          

          777,838Amortization of fixed income security premiums and discounts

          

          

          (58,030

          )

          

          

          (41,426

          )Change in restricted cash

          

          

          (4,042

          )

          

          

          (26,625

          )Non-cash dividend income

          

          

          (46,781

          )

          

          

          Write-off of deferred offering costs

          

          

          

          

          

          

          277,977Purchases of investments in:Portfolio investments

          

          

          (17,146,659

          )

          

          

          (45,852,034

          )United States treasury bills

          

          

          (225,015,507

          )

          

          

          (260,002,734

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

          

          

          92,641,645

          

          

          

          62,502,968Treasuries strips

          

          

          3,639,000

          

          

          

          3,603,708United States treasury bills

          

          

          300,000,000

          

          

          

          160,001,251Change in operating assets and liabilities:Due from GSV Capital Service Company, LLC(1)

          

          

          

          

          

          

          (15,795

          )Due from GSV Asset Management(1)

          

          

          (647

          )

          

          

          Due from portfolio companies(1)

          

          

          24,985

          

          

          

          45,304Prepaid expenses and other assets

          

          

          249,941

          

          

          

          (157,751

          )Interest and dividends receivable

          

          

          (102,076

          )

          

          

          18,198Due to GSV Asset Management(1)

          

          

          (3,416

          )

          

          

          (515,080

          )Payable for securities purchased

          

          

          (68,001,096

          )

          

          

          94,001,484Accounts payable and accrued expenses

          

          

          (225,087

          )

          

          

          (280,263

          )Accrued incentive fees(1)

          

          

          10,839,602

          

          

          

          5,498,585Accrued management fees(1)

          

          

          46,396

          

          

          

          Accrued interest payable

          

          

          (988,520

          )

          

          

          (821,308

          )Current taxes payable

          

          

          (102,932

          )

          

          

          Net Cash Provided by (Used in) Operating Activities

          

          

          71,371,217

          

          

          

          (608,547

          )Cash Flows from Financing ActivitiesBorrowings under credit facility

          

          

          6,000,000

          

          

          

          18,000,000Repayments under credit facility

          

          

          (24,000,000

          )

          

          

          (18,000,000

          )Deferred offering costs

          

          

          

          

          

          

          (93,267

          )Net Cash Used in Financing Activities

          

          

          (18,000,000

          )

          

          

          (93,267

          )Total Increase (Decrease) in Cash Balance

          

          

          53,371,217

          

          

          

          (701,814

          )Cash Balance at Beginning of Period

          

          

          3,472,880

          

          

          

          7,219,203Cash Balance at End of Period

          

          $

          56,844,097

          

          

          $

          6,517,389
 See notes to the Condensed Consolidated Financial Statements
 4    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (continued) (Unaudited)  Nine months ended September 30, 2015

          

          Nine months ended September 30, 2014Supplemental Information:Interest Paid

          

          $

          4,769,939

          

          

          $

          4,977,067Taxes Paid

          

          $

          852,970

          

          

          $

          Non-Cash Operating ItemsTransactions in Portfolio Company InvestmentsConvertible notes converted to preferred shares

          

          $

          295,801

          

          

          $

          3,064,135Structured notes converted to convertible notes

          

          

          609,683

          

          

          

          Term loan converted to preferred shares

          

          

          

          

          

          

          503,851Preferred shares converted to common shares

          

          

          

          

          

          

          1,273,125Common shares converted to preferred shares

          

          

          

          

          

          

          2,006,077Common membership interest converted to preferred shares

          

          

          

          

          

          

          500,000
  (1)

          This balance is a related-party transaction. Refer to Note 2  Related-Party Arrangements for more detail. See notes to the Condensed Consolidated Financial Statements
 5    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS September 30, 2015 (Unaudited)  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsPalantir Technologies, Inc.Common shares, Class A

          

          

          Palo Alto, CA Data Analysis

          

          

          

          5,773,690

          

          

          $

          16,191,055

          

          

          $

          51,322,812

          

          

          

          16.42

          %Preferred shares, Series G

          

          

          

          

          

          

          326,797

          

          

          

          1,008,968

          

          

          

          3,286,380

          

          

          

          1.05

          %Total

          

          

          

          

          

          

          

          

          

          

          17,200,023

          

          

          

          54,609,192

          

          

          

          17.47

          %Dropbox, Inc.Common shares

          

          

          San Francisco, CAOnline Storage

          

          

          

          760,000

          

          

          

          8,641,153

          

          

          

          14,482,773

          

          

          

          4.63

          %Preferred shares, Series A-1

          

          

          

          

          

          

          552,486

          

          

          

          5,015,773

          

          

          

          10,530,499

          

          

          

          3.37

          %Total

          

          

          

          

          

          

          

          

          

          

          13,656,926

          

          

          

          25,013,272

          

          

          

          8.00

          %Twitter, Inc.**Common shares

          

          

          San Francisco, CASocial Communication

          

          

          

          800,600

          

          

          

          14,271,866

          

          

          

          21,568,164

          

          

          

          6.90

          %Coursera, Inc.Preferred shares, Series B

          

          

          Mountain View, CAOnline Education

          

          

          

          2,961,399

          

          

          

          14,519,519

          

          

          

          14,446,747

          

          

          

          4.62

          %Solexel, Inc.Preferred shares, Series C

          

          

          Milpitas, CASolar Power

          

          

          

          5,300,158

          

          

          

          11,598,648

          

          

          

          11,607,346

          

          

          

          3.71

          %Preferred shares, Series D

          

          

          

          

          

          

          1,613,413

          

          

          

          2,420,631

          

          

          

          2,420,120

          

          

          

          0.77

          %Total

          

          

          

          

          

          

          

          

          

          

          14,019,279

          

          

          

          14,027,466

          

          

          

          4.48

          %PayNearMe, Inc.(1)Preferred shares, Series E

          

          

          Sunnyvale, CACash Payment Network

          

          

          

          5,480,348

          

          

          

          14,000,398

          

          

          

          13,974,887

          

          

          

          4.47

          %Avenues Global Holdings, LLC(3)Preferred shares, Junior Preferred Stock

          

          

          New York, NYGlobally-focused Private School

          

          

          

          10,014,270

          

          

          

          10,151,854

          

          

          

          12,141,120

          

          

          

          3.89

          %Lyft, Inc.Preferred shares, Series D

          

          

          San Francisco, CAPeer to Peer Ridesharing

          

          

          

          493,490

          

          

          

          5,003,631

          

          

          

          9,273,828

          

          

          

          2.97

          %Preferred shares, Series E

          

          

          

          

          

          

          128,563

          

          

          

          2,503,585

          

          

          

          2,677,010

          

          

          

          0.85

          %Total

          

          

          

          

          

          

          

          

          

          

          7,507,216

          

          

          

          11,950,838

          

          

          

          3.82

          %Dataminr, Inc.Preferred shares, Series B

          

          

          New York, NYSocial Media Analytics

          

          

          

          904,977

          

          

          

          2,063,356

          

          

          

          8,909,182

          

          

          

          2.85

          %Preferred shares, Series C

          

          

          

          

          

          

          301,369

          

          

          

          1,100,909

          

          

          

          2,966,872

          

          

          

          0.95

          %Total

          

          

          

          

          

          

          

          

          

          

          3,164,265

          

          

          

          11,876,054

          

          

          

          3.80

          %JAMF Holdings, Inc.Preferred shares, Series B

          

          

          Minneapolis, MNMobile Device Management

          

          

          

          73,440

          

          

          

          9,999,928

          

          

          

          11,583,628

          

          

          

          3.71

          %General Assembly Space, Inc.Preferred shares, Series C

          

          

          New York, NYOnline Education

          

          

          

          126,552

          

          

          

          2,999,978

          

          

          

          5,765,799

          

          

          

          1.85

          %Common shares

          

          

          

          

          

          

          133,213

          

          

          

          2,999,983

          

          

          

          5,755,573

          

          

          

          1.84

          %Total

          

          

          

          

          

          

          

          

          

          

          5,999,961

          

          

          

          11,521,372

          

          

          

          3.69

          %
 See notes to the Condensed Consolidated Financial Statements
 6    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) September 30, 2015 (Unaudited)  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsOzy Media, Inc.(1)Preferred shares, Series B

          

          

          Mountain View, CADaily News and Information Site

          

          

          

          922,509

          

          

          $

          4,999,999

          

          

          $

          5,290,561

          

          

          

          1.69

          %Preferred shares, Series A

          

          

          

          

          

          

          1,090,909

          

          

          

          3,000,200

          

          

          

          4,407,134

          

          

          

          1.42

          %Preferred shares, Series Seed

          

          

          

          

          

          

          500,000

          

          

          

          500,000

          

          

          

          1,727,898

          

          

          

          0.55

          %Total

          

          

          

          

          

          

          

          

          

          

          8,500,199

          

          

          

          11,425,593

          

          

          

          3.66

          %SugarCRM, Inc.Common shares

          

          

          Cupertino, CACustomer Relationship Manager

          

          

          

          1,524,799

          

          

          

          5,476,662

          

          

          

          8,215,922

          

          

          

          2.63

          %Preferred shares, Series E

          

          

          

          

          

          

          373,134

          

          

          

          1,500,522

          

          

          

          2,165,222

          

          

          

          0.69

          %Total

          

          

          

          

          

          

          

          

          

          

          6,977,184

          

          

          

          10,381,144

          

          

          

          3.32

          %Declara, Inc.(1)Preferred shares, Series A

          

          

          Palo Alto, CASocial Cognitive Learning

          

          

          

          5,358,195

          

          

          

          9,999,999

          

          

          

          10,019,825

          

          

          

          3.21

          %Curious.com Inc.(1)Preferred shares, Series B

          

          

          Menlo Park, CAOnline Education

          

          

          

          2,839,861

          

          

          

          10,000,003

          

          

          

          9,996,311

          

          

          

          3.20

          %StormWind, LLC(2)(5)Preferred shares, Series B

          

          

          Scottsdale, AZInteractive Learning

          

          

          

          3,279,629

          

          

          

          2,019,687

          

          

          

          4,707,330

          

          

          

          1.51

          %Preferred shares, Series C

          

          

          

          

          

          

          2,779,134

          

          

          

          4,000,787

          

          

          

          4,690,108

          

          

          

          1.50

          %Preferred shares, Series A

          

          

          

          

          

          

          366,666

          

          

          

          110,000

          

          

          

          526,284

          

          

          

          0.17

          %Total

          

          

          

          

          

          

          

          

          

          

          6,130,474

          

          

          

          9,923,722

          

          

          

          3.18

          %Chegg, Inc.**Common shares

          

          

          Santa Clara, CATextbook Rental

          

          

          

          1,182,792

          

          

          

          14,022,863

          

          

          

          8,527,930

          

          

          

          2.73

          %Spotify Technology S.A.**Common shares

          

          

          Stockholm, Sweden Music Streaming Service

          

          

          

          3,658

          

          

          

          3,598,472

          

          

          

          8,158,224

          

          

          

          2.61

          %Lytro, Inc.Preferred shares, Series C-1

          

          

          Mountain View, CAConsumer Electronics

          

          

          

          2,533,784

          

          

          

          7,500,241

          

          

          

          7,500,001

          

          

          

          2.40

          %NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)Preferred shares, Series D

          

          

          Redwood City, CAIncubator

          

          

          

          3,720,424

          

          

          

          4,904,498

          

          

          

          4,960,565

          

          

          

          1.59

          %Preferred shares, Series C

          

          

          

          

          

          

          1,561,625

          

          

          

          2,007,250

          

          

          

          1,173,190

          

          

          

          0.37

          %Preferred shares, Series A

          

          

          

          

          

          

          1,000,000

          

          

          

          1,021,778

          

          

          

          550,375

          

          

          

          0.18

          %Preferred shares, Series B

          

          

          

          

          

          

          450,000

          

          

          

          605,500

          

          

          

          247,669

          

          

          

          0.07

          %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

          

          

          

          18,000

          

          

          

          0.01

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

          

          

          

          

          

          

          187,500

          

          

          

          

          

          

          

          7,500

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          8,540,026

          

          

          

          7,102,299

          

          

          

          2.27%
 See notes to the Condensed Consolidated Financial Statements
 7    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) September 30, 2015 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsGSV Sustainability Partners(2)Preferred shares, Class A

          

          

          Woodside, CAClean Technology

          

          

          

          11,900,000

          

          

          $

          5,951,412

          

          

          $

          5,950,000

          

          

          

          1.90

          %Common shares

          

          

          

          

          

          

          100,000

          

          

          

          10,000

          

          

          

          10,000

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          5,961,412

          

          

          

          5,960,000

          

          

          

          1.90

          %Fullbridge, Inc.(1)Preferred shares, Series D

          

          

          Cambridge, MABusiness Education

          

          

          

          1,655,167

          

          

          

          2,956,022

          

          

          

          3,111,714

          

          

          

          1.00

          %Preferred shares, Series C

          

          

          

          

          

          

          1,728,724

          

          

          

          3,193,444

          

          

          

          1,625,001

          

          

          

          0.52

          %Convertible Promissory Note 10% Due 03/02/16***

          

          

          

          

          

          $

          1,030,507

          

          

          

          1,006,624

          

          

          

          1,088,878

          

          

          

          0.36

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

          

          

          

          

          

          

          714,286

          

          

          

          90,242

          

          

          

          14,286

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 4/03/2019

          

          

          

          

          

          

          412,088

          

          

          

          52,063

          

          

          

          8,242

          

          

          

          0.00

          %Common Warrants  Strike Price $0.91, Expiration Date 3/02/2020

          

          

          

          

          

          

          283,106

          

          

          

          35,767

          

          

          

          5,662

          

          

          

          0.00

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

          

          

          

          

          

          

          192,308

          

          

          

          24,296

          

          

          

          3,846

          

          

          

          0.00

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

          

          

          

          

          

          

          186,170

          

          

          

          23,521

          

          

          

          3,723

          

          

          

          0.00

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

          

          

          

          

          

          

          82,418

          

          

          

          10,412

          

          

          

          1,648

          

          

          

          0.00

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

          

          

          

          

          

          

          82,418

          

          

          

          10,413

          

          

          

          1,648

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          7,402,804

          

          

          

          5,864,648

          

          

          

          1.88

          %Enjoy Technology, Inc.Preferred shares, Series B

          

          

          Menlo Park, CAOnline Shopping

          

          

          

          1,681,520

          

          

          

          4,000,280

          

          

          

          4,000,000

          

          

          

          1.28

          %Preferred shares, Series A

          

          

          

          

          

          

          879,198

          

          

          

          1,002,440

          

          

          

          1,701,035

          

          

          

          0.54

          %Total

          

          

          

          

          

          

          

          

          

          

          5,002,720

          

          

          

          5,701,035

          

          

          

          1.82

          %Knewton, Inc.Preferred shares, Series E

          

          

          New York, NYOnline Education

          

          

          

          375,985

          

          

          

          4,999,999

          

          

          

          5,000,601

          

          

          

          1.60

          %Course Hero, Inc.Preferred shares, Series A

          

          

          Redwood City, CAOnline Education

          

          

          

          2,145,509

          

          

          

          5,000,001

          

          

          

          5,000,001

          

          

          

          1.60

          %Whittle Schools, LLC(1)(4)Preferred shares, Series B

          

          

          New York, NYGlobally-focused Private School

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          0.96

          %Common shares

          

          

          

          

          

          

          229

          

          

          

          1,577,097

          

          

          

          1,500,000

          

          

          

          0.48

          %Total

          

          

          

          

          

          

          

          

          

          

          4,577,097

          

          

          

          4,500,000

          

          

          

          1.44

          %Parchment, Inc.Preferred shares, Series D

          

          

          Scottsdale, AZE-Transcript Exchange

          

          

          

          3,200,512

          

          

          

          4,000,982

          

          

          

          4,000,000

          

          

          

          1.28%
 See notes to the Condensed Consolidated Financial Statements
 8    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) September 30, 2015 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsCUX, Inc. (d/b/a CorpU)(1)Convertible preferred shares, Series C

          

          

          San Francisco, CACorporate Education

          

          

          

          615,763

          

          

          $

          2,006,077

          

          

          $

          2,175,401

          

          

          

          0.70

          %Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(10)

          

          

          

          

          

          $

          1,000,000

          

          

          

          1,000,000

          

          

          

          1,067,507

          

          

          

          0.34

          %Convertible preferred shares, Series D

          

          

          

          

          

          

          169,033

          

          

          

          778,607

          

          

          

          679,465

          

          

          

          0.22

          %Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018

          

          

          

          

          

          

          16,903

          

          

          

          

          

          

          

          6,930

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          3,784,684

          

          

          

          3,929,303

          

          

          

          1.26

          %Bloom Energy CorporationCommon shares

          

          

          Sunnyvale, CAFuel Cell Energy

          

          

          

          201,589

          

          

          

          3,855,601

          

          

          

          2,870,592

          

          

          

          0.92

          %DogVacay, Inc.Preferred shares, Series B-1

          

          

          Santa Monica, CADog Boarding

          

          

          

          514,562

          

          

          

          2,506,119

          

          

          

          2,500,771

          

          

          

          0.80

          %SharesPost, Inc.(6)Preferred shares, Series B

          

          

          San Bruno, CAOnline Marketplace Finance

          

          

          

          1,771,653

          

          

          

          2,259,716

          

          

          

          2,249,999

          

          

          

          0.72

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

          

          

          

          

          

          

          770,934

          

          

          

          23,128

          

          

          

          185,024

          

          

          

          0.06

          %Total

          

          

          

          

          

          

          

          

          

          

          2,282,844

          

          

          

          2,435,023

          

          

          

          0.78

          %Maven Research, Inc.(1)Preferred shares, Series C

          

          

          San Francisco, CAKnowledge Networks

          

          

          

          318,979

          

          

          

          2,000,447

          

          

          

          1,999,998

          

          

          

          0.64

          %Preferred shares, Series B

          

          

          

          

          

          

          49,505

          

          

          

          217,206

          

          

          

          249,691

          

          

          

          0.08

          %Total

          

          

          

          

          

          

          

          

          

          

          2,217,653

          

          

          

          2,249,689

          

          

          

          0.72

          %DreamBox Learning, Inc.Preferred shares, Series A-1

          

          

          Bellevue, WA Education Technology

          

          

          

          7,159,221

          

          

          

          1,502,362

          

          

          

          1,448,538

          

          

          

          0.46

          %Preferred shares, Series A

          

          

          

          

          

          

          3,579,610

          

          

          

          758,017

          

          

          

          724,269

          

          

          

          0.24

          %Total

          

          

          

          

          

          

          

          

          

          

          2,260,379

          

          

          

          2,172,807

          

          

          

          0.70

          %Clever, Inc.Preferred shares, Series B

          

          

          San Francisco, CAEducation Software

          

          

          

          1,799,047

          

          

          

          2,000,601

          

          

          

          2,096,200

          

          

          

          0.67

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

          

          

          New York, NYSports Analytics

          

          

          

          1,864,495

          

          

          

          1,792,500

          

          

          

          1,459,553

          

          

          

          0.47

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

          

          

          

          

          

          

          500,000

          

          

          

          31,354

          

          

          

          70,000

          

          

          

          0.01

          %Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021

          

          

          

          

          

          

          175,815

          

          

          

          

          

          

          

          19,340

          

          

          

          0.01

          %Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020

          

          

          

          

          

          

          160,806

          

          

          

          

          

          

          

          17,689

          

          

          

          0.01

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

          

          

          

          

          

          

          38,594

          

          

          

          

          

          

          

          4,245

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          1,823,854

          

          

          

          1,570,827

          

          

          

          0.50%
 See notes to the Condensed Consolidated Financial Statements
 9    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) September 30, 2015 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsGilt Groupe Holdings, Inc.Common shares

          

          

          New York, NYe-Commerce Flash Sales

          

          

          

          248,600

          

          

          $

          6,594,433

          

          

          $

          1,188,372

          

          

          

          0.38

          %AlwaysOn, Inc.(1)Preferred shares, Series A

          

          

          Woodside, CASocial Media

          

          

          

          1,066,626

          

          

          

          1,027,391

          

          

          

          554,646

          

          

          

          0.18

          %Preferred shares, Series A-1

          

          

          

          

          

          

          4,465,925

          

          

          

          876,343

          

          

          

          446,594

          

          

          

          0.14

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

          

          

          

          

          

          

          109,375

          

          

          

          

          

          

          

          1,094

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          1,903,734

          

          

          

          1,002,334

          

          

          

          0.32

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

          

          

          Sunnyvale, CASoftware Development

          

          

          

          800,000

          

          

          

          989,277

          

          

          

          1,000,000

          

          

          

          0.32

          %Aspiration Partners, Inc.Preferred shares, Series A

          

          

          Marina Del Rey, CAFinancial Services

          

          

          

          18,009

          

          

          

          1,001,815

          

          

          

          999,975

          

          

          

          0.32

          %4C Insights (f/k/a The Echo Systems Corp.)Preferred shares, Series A

          

          

          Chicago, IL Social Data Platform

          

          

          

          512,365

          

          

          

          1,436,404

          

          

          

          850,459

          

          

          

          0.27

          %Tynker (f/k/a Neuron Fuel, Inc.)Preferred shares, Series A

          

          

          San Jose, CAComputer Software

          

          

          

          534,162

          

          

          

          309,310

          

          

          

          791,159

          

          

          

          0.25

          %EdSurge, Inc.(1)Preferred shares, Series A

          

          

          Burlingame, CAEducation Media Platform

          

          

          

          494,365

          

          

          

          500,801

          

          

          

          500,801

          

          

          

          0.16

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

          

          

          San Francisco, CASmart Device Company

          

          

          

          150,000

          

          

          

          793,152

          

          

          

          470,827

          

          

          

          0.15

          %Learnist Inc. (f/k/a Grockit, Inc.)(1)Preferred shares, Series D

          

          

          San Francisco, CAOnline Learning Platform

          

          

          

          2,728,252

          

          

          

          2,005,945

          

          

          

          187,792

          

          

          

          0.06

          %Preferred shares, Series E

          

          

          

          

          

          

          1,731,501

          

          

          

          1,503,670

          

          

          

          128,440

          

          

          

          0.04

          %Preferred shares, Series F

          

          

          

          

          

          

          1,242,928

          

          

          

          1,450,000

          

          

          

          115,693

          

          

          

          0.04

          %Total

          

          

          

          

          

          

          

          

          

          

          4,959,615

          

          

          

          431,925

          

          

          

          0.14

          %Global Education Learning (Holdings) Ltd.(1)**Preferred shares, Series A

          

          

          Hong Kong Education Technology

          

          

          

          2,126,475

          

          

          

          990,375

          

          

          

          399,239

          

          

          

          0.13

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

          

          

          Herndon, VA Online Education

          

          

          

          1,333,333

          

          

          

          2,448,959

          

          

          

          238,646

          

          

          

          0.08

          %Earlyshares.com, Inc.Preferred shares, Series A

          

          

          Miami, FL Equity Crowdfunding

          

          

          

          165,715

          

          

          

          261,598

          

          

          

          125,115

          

          

          

          0.04

          %Convertible Promissory Note 5%, 8/02/2016(11)

          

          

          

          

          

          $

          50,000

          

          

          

          50,840

          

          

          

          51,176

          

          

          

          0.02

          %Total

          

          

          

          

          

          

          

          

          

          

          312,438

          

          

          

          176,291

          

          

          

          0.06%
 See notes to the Condensed Consolidated Financial Statements
 10    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) September 30, 2015 (Unaudited) Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsUpwork Global Inc. (f/k/a Odesk Corporation)Common Shares

          

          

          Redwood City, CAOnline Workplace Platform

          

          

          

          30,000

          

          

          $

          183,269

          

          

          $

          141,060

          

          

          

          0.05

          %Total Portfolio Investments

          

          

          

          

          

          

          

          

          

          

          279,861,028

          

          

          

          349,790,374

          

          

          

          111.93

          %U.S. TreasuryU.S. Treasury Bill, 0%, due 10/1/2015

          

          

          

          

          

          $

          25,000,000

          

          

          

          25,000,604

          

          

          

          25,000,604

          

          

          

          8.00

          %U.S. Treasury Strips(9)United States Treasury Strip Coupon, 0.00% due 08/15/2016

          

          

          

          

          

          $

          1,851,000

          

          

          

          1,838,954

          

          

          

          1,846,854

          

          

          

          0.59

          %United States Treasury Strip Coupon, 0.00% due 02/15/2016

          

          

          

          

          

          $

          1,834,000

          

          

          

          1,830,292

          

          

          

          1,833,762

          

          

          

          0.59

          %Total

          

          

          

          

          

          

          

          

          

          

          3,669,246

          

          

          

          3,680,616

          

          

          

          1.18

          %Total Investments

          

          

          

          

          

          

          

          

          

          $

          308,530,878

          

          

          $

          378,471,594

          

          

          

          121.11

          %
  *

          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)

          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 25% or more 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 for which the economics are derived from the value 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. (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 September 30, 2015, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its September 30, 2015 closing price. GSV Capital Corp.s Chief Executive Officer, Michael Moe, serves on the board of directors for Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law. See notes to the Condensed Consolidated Financial Statements
 11    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES  CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) September 30, 2015 (Unaudited) (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 September 30, 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 September 30, 2015, the remaining government securities are shown on the Condensed Consolidated Schedule of Investments with an amortized cost of $3,669,246. (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. See notes to the Condensed Consolidated Financial Statements
 12    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2014  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsTwitter, Inc.**Common shares

          

          

          San Francisco, CASocial Communication

          

          

          

          1,600,600

          

          

          $

          27,551,563

          

          

          $

          57,413,522

          

          

          

          20.08

          %Palantir Technologies, Inc.Common shares, Class A

          

          

          Palo Alto, CACyber Security

          

          

          

          5,773,690

          

          

          

          16,189,935

          

          

          

          42,985,122

          

          

          

          15.03

          %Preferred shares, Series G

          

          

          

          

          

          

          326,797

          

          

          

          1,008,968

          

          

          

          2,490,193

          

          

          

          0.87

          %Total

          

          

          

          

          

          

          

          

          

          

          17,198,903

          

          

          

          45,475,315

          

          

          

          15.90

          %Dropbox, Inc.Common shares

          

          

          San Francisco, CAOnline Storage

          

          

          

          760,000

          

          

          

          8,641,153

          

          

          

          14,516,000

          

          

          

          5.08

          %Preferred shares, Series A-1

          

          

          

          

          

          

          552,486

          

          

          

          5,015,773

          

          

          

          10,552,483

          

          

          

          3.69

          %Total

          

          

          

          

          

          

          

          

          

          

          13,656,926

          

          

          

          25,068,483

          

          

          

          8.77

          %2U, Inc. (f/k/a 2tor, Inc.)(9)**Common shares

          

          

          Landover, MDOnline Education

          

          

          

          1,319,233

          

          

          

          10,032,117

          

          

          

          23,342,509

          

          

          

          8.16

          %Coursera, Inc.Preferred shares, Series B

          

          

          Mountain View, CAOnline Education

          

          

          

          2,961,399

          

          

          

          14,519,519

          

          

          

          14,510,855

          

          

          

          5.08

          %Solexel, Inc.Preferred shares, Series C

          

          

          Milpitas, CASolar Power

          

          

          

          5,300,158

          

          

          

          11,598,648

          

          

          

          11,607,346

          

          

          

          4.06

          %Preferred shares, Series D

          

          

          

          

          

          

          1,613,413

          

          

          

          2,419,751

          

          

          

          2,420,120

          

          

          

          0.85

          %Total

          

          

          

          

          

          

          

          

          

          

          14,018,399

          

          

          

          14,027,466

          

          

          

          4.91

          %Avenues Global Holdings, LLC(3)Preferred shares, Junior Preferred Stock

          

          

          New York, NYGlobally-focused Private School

          

          

          

          10,014,270

          

          

          

          10,151,854

          

          

          

          11,303,410

          

          

          

          3.95

          %SugarCRM, Inc.Common shares

          

          

          Cupertino, CACustomer RelationshipManager

          

          

          

          1,899,799

          

          

          

          6,799,392

          

          

          

          9,214,025

          

          

          

          3.22

          %Preferred shares, Series E

          

          

          

          

          

          

          373,134

          

          

          

          1,500,522

          

          

          

          2,046,909

          

          

          

          0.72

          %Total

          

          

          

          

          

          

          

          

          

          

          8,299,914

          

          

          

          11,260,934

          

          

          

          3.94

          %Ozy Media, Inc.(1)Preferred shares, Series B

          

          

          Mountain View, CADaily News andInformation Site

          

          

          

          922,509

          

          

          

          4,999,999

          

          

          

          4,999,999

          

          

          

          1.75

          %Preferred shares, Series A

          

          

          

          

          

          

          1,090,909

          

          

          

          3,000,200

          

          

          

          4,165,091

          

          

          

          1.46

          %Preferred shares, Series Seed

          

          

          

          

          

          

          500,000

          

          

          

          500,000

          

          

          

          1,573,000

          

          

          

          0.55

          %Total

          

          

          

          

          

          

          

          

          

          

          8,500,199

          

          

          

          10,738,090

          

          

          

          3.76

          %Declara, Inc.(1)Preferred shares, Series A

          

          

          Palo Alto, CASocial Cognitive Learning

          

          

          

          5,358,195

          

          

          

          9,999,999

          

          

          

          10,019,825

          

          

          

          3.50

          %JAMF Holdings, Inc.Preferred shares, Series B

          

          

          Minneapolis, MNMobile Device Management

          

          

          

          73,440

          

          

          

          9,999,928

          

          

          

          9,999,590

          

          

          

          3.50

          %Curious.com Inc.(1)Preferred shares, Series B

          

          

          Menlo Park, CAOnline Education

          

          

          

          2,839,861

          

          

          

          10,000,003

          

          

          

          9,996,311

          

          

          

          3.50

          %
 See notes to the Condensed Consolidated Financial Statements
 13    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2014  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsPayNearMe, Inc.(1)Preferred shares, Series E

          

          

          Sunnyvale, CACash Payment Network

          

          

          

          3,914,535

          

          

          $

          10,000,401

          

          

          $

          9,982,064

          

          

          

          3.49

          %StormWind, LLC(2)(5)Preferred shares, Series C

          

          

          Scottsdale, AZInteractive Learning

          

          

          

          2,779,134

          

          

          

          4,000,787

          

          

          

          4,338,830

          

          

          

          1.52

          %Preferred shares, Series B

          

          

          

          

          

          

          3,279,629

          

          

          

          2,019,687

          

          

          

          4,347,608

          

          

          

          1.52

          %Preferred shares, Series A

          

          

          

          

          

          

          366,666

          

          

          

          110,000

          

          

          

          391,592

          

          

          

          0.14

          %Preferred Unit Warrants $1.76 Strike Price, Expiration Date 1/6/15

          

          

          

          

          

          

          568,753

          

          

          

          

          

          

          

          

          

          

          

          

          %Total

          

          

          

          

          

          

          

          

          

          

          6,130,474

          

          

          

          9,078,030

          

          

          

          3.18

          %Chegg, Inc.**Common shares

          

          

          Santa Clara, CATextbook Rental

          

          

          

          1,182,792

          

          

          

          14,022,863

          

          

          

          8,173,093

          

          

          

          2.86

          %Lytro, Inc.Preferred Stock

          

          

          Mountain View, CAConsumer Electronics

          

          

          

          2,533,784

          

          

          

          7,500,001

          

          

          

          7,500,001

          

          

          

          2.62

          %General Assembly Space, Inc.Preferred shares, Series C

          

          

          New York, NYOnline Education

          

          

          

          126,552

          

          

          

          2,999,978

          

          

          

          3,125,467

          

          

          

          1.09

          %Common shares

          

          

          

          

          

          

          133,213

          

          

          

          2,999,983

          

          

          

          2,999,957

          

          

          

          1.05

          %Total

          

          

          

          

          

          

          

          

          

          

          5,999,961

          

          

          

          6,125,424

          

          

          

          2.14

          %Spotify Technology S.A.**Common shares

          

          

          Stockholm, SwedenMusic Streaming Service

          

          

          

          3,658

          

          

          

          3,598,472

          

          

          

          5,676,873

          

          

          

          1.99

          %Learnist Inc. (f/k/a Grockit, Inc.)(1)Preferred shares, Series D

          

          

          San Francisco, CAOnline Learning Platform

          

          

          

          2,728,252

          

          

          

          2,005,945

          

          

          

          2,319,014

          

          

          

          0.81

          %Preferred shares, Series E

          

          

          

          

          

          

          1,731,501

          

          

          

          1,503,670

          

          

          

          1,610,296

          

          

          

          0.56

          %Preferred shares, Series F

          

          

          

          

          

          

          1,242,928

          

          

          

          1,450,000

          

          

          

          1,450,000

          

          

          

          0.51

          %Total

          

          

          

          

          

          

          

          

          

          

          4,959,615

          

          

          

          5,379,310

          

          

          

          1.88

          %Knewton, Inc.Preferred shares, Series E

          

          

          New York, NYOnline Education

          

          

          

          375,985

          

          

          

          4,999,999

          

          

          

          5,000,601

          

          

          

          1.75

          %Course Hero, Inc.Preferred shares, Series A

          

          

          Redwood City, CAOnline Education

          

          

          

          2,145,509

          

          

          

          5,000,001

          

          

          

          5,000,001

          

          

          

          1.75

          %Lyft, Inc.Preferred shares, Series D

          

          

          San Francisco, CAPeer to Peer Ridesharing

          

          

          

          493,490

          

          

          

          5,003,634

          

          

          

          4,999,054

          

          

          

          1.75

          %GSV Sustainability Partners(2)Preferred shares, Class A

          

          

          Woodside, CAClean Technology

          

          

          

          9,700,000

          

          

          

          4,851,256

          

          

          

          4,850,000

          

          

          

          1.70

          %Common shares

          

          

          

          

          

          

          100,000

          

          

          

          10,000

          

          

          

          10,000

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          4,861,256

          

          

          

          4,860,000

          

          

          

          1.70

          %
 See notes to the Condensed Consolidated Financial Statements
 14    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2014  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsFullbridge, Inc.(1)Preferred shares, Series C

          

          

          Cambridge, MABusiness Education

          

          

          

          1,728,724

          

          

          $

          3,193,444

          

          

          $

          1,625,001

          

          

          

          0.57

          %Preferred shares, Series D

          

          

          

          

          

          

          1,655,167

          

          

          

          2,956,022

          

          

          

          3,111,714

          

          

          

          1.09

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

          

          

          

          

          

          

          186,170

          

          

          

          67,021

          

          

          

          1,862

          

          

          

          0.00

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

          

          

          

          

          

          

          82,418

          

          

          

          9,799

          

          

          

          824

          

          

          

          0.00

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

          

          

          

          

          

          

          412,088

          

          

          

          50,970

          

          

          

          4,121

          

          

          

          0.00

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

          

          

          

          

          

          

          192,308

          

          

          

          23,244

          

          

          

          1,923

          

          

          

          0.00

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

          

          

          

          

          

          

          714,286

          

          

          

          85,779

          

          

          

          7,143

          

          

          

          0.00

          %Common warrants, $0.91 Strike Price, Expiration Date 10/09/2018

          

          

          

          

          

          

          82,418

          

          

          

          9,901

          

          

          

          824

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          6,396,180

          

          

          

          4,753,412

          

          

          

          1.66

          %Whittle Schools, LLC(1)(4)Preferred shares, Series B

          

          

          New York, NYGlobally-focused Private School

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          3,000,000

          

          

          

          1.05

          %Common shares

          

          

          

          

          

          

          229

          

          

          

          1,577,097

          

          

          

          1,500,000

          

          

          

          0.52

          %Total

          

          

          

          

          

          

          

          

          

          

          4,577,097

          

          

          

          4,500,000

          

          

          

          1.57

          %CUX, Inc. (d/b/a CorpU)(1)Convertible preferred shares, Series C

          

          

          San Francisco, CACorporate Education

          

          

          

          615,763

          

          

          

          2,006,077

          

          

          

          2,292,582

          

          

          

          0.80

          %Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018(12)***

          

          

          

          

          

          $

          1,000,000

          

          

          

          1,000,000

          

          

          

          1,007,671

          

          

          

          0.35

          %Convertible preferred shares, Series D

          

          

          

          

          

          

          169,033

          

          

          

          778,607

          

          

          

          716,066

          

          

          

          0.25

          %Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018

          

          

          

          

          

          

          16,903

          

          

          

          

          

          

          

          12,508

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          3,784,684

          

          

          

          4,028,827

          

          

          

          1.40

          %Parchment, Inc.Preferred shares, Series D

          

          

          Scottsdale, AZE-Transcript Exchange

          

          

          

          3,200,512

          

          

          

          4,000,982

          

          

          

          4,000,640

          

          

          

          1.40

          %Global Education Learning (Holdings) Ltd.(1)**Preferred shares, Series A

          

          

          Hong KongEducation Technology

          

          

          

          2,126,475

          

          

          

          4,335,769

          

          

          

          3,995,221

          

          

          

          1.40

          %Dataminr, Inc.Preferred shares, Series B

          

          

          New York, NYSocial Media Analytics

          

          

          

          904,977

          

          

          

          2,063,356

          

          

          

          2,869,320

          

          

          

          1.00

          %Preferred shares, Series C

          

          

          

          

          

          

          301,369

          

          

          

          1,100,909

          

          

          

          1,075,425

          

          

          

          0.38

          %Total

          

          

          

          

          

          

          

          

          

          

          3,164,265

          

          

          

          3,944,745

          

          

          

          1.38

          %
 See notes to the Condensed Consolidated Financial Statements
 15    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2014  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsNestGSV, Inc. (d/b/a. GSV Labs, Inc.),(2)Preferred shares, Series C

          

          

          Redwood City, CAIncubator

          

          

          

          1,561,625

          

          

          $

          2,005,730

          

          

          $

          1,503,832

          

          

          

          0.53

          %Preferred shares, Series D

          

          

          

          

          

          

          1,095,418

          

          

          

          1,404,499

          

          

          

          1,460,557

          

          

          

          0.51

          %Preferred shares, Series A

          

          

          

          

          

          

          1,000,000

          

          

          

          1,021,778

          

          

          

          440,000

          

          

          

          0.15

          %Preferred shares, Series B

          

          

          

          

          

          

          450,000

          

          

          

          605,500

          

          

          

          265,980

          

          

          

          0.09

          %Common shares

          

          

          

          

          

          

          200,000

          

          

          

          1,000

          

          

          

          1,000

          

          

          

          0.00

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

          

          

          

          

          

          

          500,000

          

          

          

          

          

          

          

          65,000

          

          

          

          0.02

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

          

          

          

          

          

          

          187,500

          

          

          

          

          

          

          

          24,375

          

          

          

          0.01

          %Total

          

          

          

          

          

          

          

          

          

          

          5,038,507

          

          

          

          3,760,744

          

          

          

          1.31

          %Bloom Energy CorporationCommon shares

          

          

          Sunnyvale, CAFuel Cell Energy

          

          

          

          201,589

          

          

          

          3,855,601

          

          

          

          3,357,969

          

          

          

          1.17

          %Gilt Groupe Holdings, Inc.Common shares

          

          

          New York, NYe-Commerce Flash Sales

          

          

          

          248,600

          

          

          

          6,594,433

          

          

          

          3,168,108

          

          

          

          1.11

          %SharesPost, Inc.(1)(6)Preferred shares, Series B

          

          

          San Bruno, CAOnline Marketplace Finance

          

          

          

          1,771,653

          

          

          

          2,259,716

          

          

          

          2,249,999

          

          

          

          0.79

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

          

          

          

          

          

          

          770,934

          

          

          

          23,128

          

          

          

          485,688

          

          

          

          0.17

          %Total

          

          

          

          

          

          

          

          

          

          

          2,282,844

          

          

          

          2,735,687

          

          

          

          0.96

          %DogVacay, Inc.Preferred shares, Series B-1

          

          

          Santa Monica, CADog Boarding

          

          

          

          514,562

          

          

          

          2,506,119

          

          

          

          2,505,917

          

          

          

          0.88

          %DreamBox Learning, Inc.Preferred shares, Series A-1

          

          

          Bellevue, WAEducation Technology

          

          

          

          7,159,221

          

          

          

          1,502,362

          

          

          

          1,606,388

          

          

          

          0.56

          %Preferred shares, Series A

          

          

          

          

          

          

          3,579,610

          

          

          

          758,017

          

          

          

          803,194

          

          

          

          0.28

          %Total

          

          

          

          

          

          

          

          

          

          

          2,260,379

          

          

          

          2,409,582

          

          

          

          0.84

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

          

          

          New York, NYSports Analytics

          

          

          

          1,462,269

          

          

          

          1,496,059

          

          

          

          1,705,006

          

          

          

          0.60

          %Term Loan, 12%, 09/30/15***

          

          

          

          

          

          $

          272,500

          

          

          

          283,901

          

          

          

          288,114

          

          

          

          0.10

          %Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021

          

          

          

          

          

          

          175,815

          

          

          

          

          

          

          

          58,019

          

          

          

          0.02

          %Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020

          

          

          

          

          

          

          160,806

          

          

          

          

          

          

          

          64,322

          

          

          

          0.02

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

          

          

          

          

          

          

          38,594

          

          

          

          

          

          

          

          12,736

          

          

          

          0.00

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

          

          

          

          

          

          

          500,000

          

          

          

          31,354

          

          

          

          165,000

          

          

          

          0.06

          %Total

          

          

          

          

          

          

          

          

          

          

          1,811,314

          

          

          

          2,293,197

          

          

          

          0.80

          %Maven Research, Inc.(1)Preferred shares, Series C

          

          

          San Francisco, CAKnowledge Networks

          

          

          

          318,979

          

          

          

          2,000,447

          

          

          

          1,999,998

          

          

          

          0.70

          %Preferred shares, Series B

          

          

          

          

          

          

          49,505

          

          

          

          217,206

          

          

          

          249,691

          

          

          

          0.09

          %Total

          

          

          

          

          

          

          

          

          

          

          2,217,653

          

          

          

          2,249,689

          

          

          

          0.79

          %
 See notes to the Condensed Consolidated Financial Statements
 16    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2014  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsClever, Inc.Series B Preferred Stock

          

          

          San Francisco, CA Education Software

          

          

          

          1,799,047

          

          

          $

          2,000,001

          

          

          $

          2,000,001

          

          

          

          0.70

          %AlwaysOn, Inc.(2)Preferred shares, Series A-1

          

          

          Woodside, CASocial Media

          

          

          

          4,465,925

          

          

          

          876,023

          

          

          

          491,252

          

          

          

          0.17

          %Preferred shares, Series A

          

          

          

          

          

          

          1,066,626

          

          

          

          1,027,391

          

          

          

          629,309

          

          

          

          0.22

          %Preferred warrants Series A-1, $0.19 strike price, expire 12/31/2014

          

          

          

          

          

          

          1,313,508

          

          

          

          

          

          

          

          

          

          

          

          0.00

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

          

          

          

          

          

          

          109,375

          

          

          

          

          

          

          

          

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          1,903,414

          

          

          

          1,120,561

          

          

          

          0.39

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

          

          

          San Francisco, CASmart Device Company

          

          

          

          150,000

          

          

          

          793,152

          

          

          

          1,013,217

          

          

          

          0.35

          %Enjoy Technology, Inc.Preferred shares, Series A

          

          

          Menlo Park, CAOnline Shopping

          

          

          

          879,198

          

          

          

          1,002,440

          

          

          

          1,002,440

          

          

          

          0.35

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

          

          

          Sunnyvale, CASoftware Development

          

          

          

          800,000

          

          

          

          1,001,650

          

          

          

          1,000,000

          

          

          

          0.35

          %EdSurge, Inc.(1)Preferred shares, Series A

          

          

          Burlingame, CAEducation Media Platform

          

          

          

          494,365

          

          

          

          500,801

          

          

          

          505,328

          

          

          

          0.18

          %Cricket Media (f/k/a ePals Inc.)**(1)(8)Common shares

          

          

          Herndon, VAOnline Education

          

          

          

          1,333,333

          

          

          

          2,448,959

          

          

          

          331,126

          

          

          

          0.12

          %Neuron Fuel, Inc.Preferred shares, Series AAI

          

          

          San Jose, CAComputer Software

          

          

          

          250,000

          

          

          

          262,530

          

          

          

          246,160

          

          

          

          0.09

          %New Zoom, Inc.Preferred shares, Series A

          

          

          San Francisco, CARetail Machines

          

          

          

          1,250,000

          

          

          

          260,476

          

          

          

          230,469

          

          

          

          0.08

          %4C Insights (f/k/a The Echo Systems Corp.)Preferred shares, Series A

          

          

          Chicago, ILSocial Data Platform

          

          

          

          512,365

          

          

          

          1,436,404

          

          

          

          219,292

          

          

          

          0.08

          %Totus Solutions, Inc.(1)(10)Preferred shares, Series B

          

          

          Carrollton, TX LED Lighting

          

          

          

          1,111,111

          

          

          

          1,000,000

          

          

          

          128,902

          

          

          

          0.05

          %Convertible Promissory Note 6%, Expiration Date, 4/01/2016***

          

          

          

          

          

          $

          76,110

          

          

          

          76,430

          

          

          

          78,425

          

          

          

          0.03

          %Preferred shares, Series A

          

          

          

          

          

          

          869,265

          

          

          

          2,184,422

          

          

          

          

          

          

          

          0.00

          %Common Shares

          

          

          

          

          

          

          1,130,735

          

          

          

          2,840,591

          

          

          

          

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          6,101,443

          

          

          

          207,327

          

          

          

          0.08

          %The rSmart Group, Inc.(1)Preferred shares, Series B

          

          

          Scottsdale, AZHigher Education Learning Platform

          

          

          

          1,201,923

          

          

          

          1,267,240

          

          

          

          192,586

          

          

          

          0.07

          %
 See notes to the Condensed Consolidated Financial Statements
 17    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2014  Portfolio Investments*

          

          Headquarters/Industry

          

          Shares/ Principal

          

          Cost

          

          Fair Value

          

          % of Net AssetsOdesk CorporationCommon Shares

          

          

          Redwood City, CAOnline Workplace Platform

          

          

          

          30,000

          

          

          $

          183,269

          

          

          $

          156,196

          

          

          

          0.05

          %Earlyshares.comPreferred shares, Series A

          

          

          Miami, FLEquity Crowdfunding

          

          

          

          165,715

          

          

          

          260,878

          

          

          

          125,115

          

          

          

          0.04

          %Dailybreak, Inc.(1)Preferred shares, Series A-1

          

          

          Boston, MASocial Advertising

          

          

          

          1,878,129

          

          

          

          2,430,950

          

          

          

          

          

          

          

          0.00

          %Preferred shares, Series A-2

          

          

          

          

          

          

          347,666

          

          

          

          426,254

          

          

          

          

          

          

          

          0.00

          %Total

          

          

          

          

          

          

          

          

          

          

          2,857,204

          

          

          

          

          

          

          

          0.00

          %Total Portfolio Investments

          

          

          

          

          

          

          

          

          

          

          301,111,689

          

          

          

          370,984,317

          

          

          

          129.76

          %U.S. TreasuryU.S. Treasury Bill, 0%, due 1/2/2015

          

          

          

          

          

          $

          100,000,000

          

          

          $

          100,001,692

          

          

          $

          100,000,056

          

          

          

          34.98

          %U.S. Treasury Strips(11)United States Treasury Strip Coupon, 0.00% due 08/15/2016

          

          

          

          

          

          $

          1,851,000

          

          

          

          1,828,695

          

          

          

          1,834,674

          

          

          

          0.64

          %United States Treasury Strip Coupon, 0.00% due 02/15/2016

          

          

          

          

          

          $

          1,834,000

          

          

          

          1,822,943

          

          

          

          1,826,664

          

          

          

          0.64

          %United States Treasury Strip Coupon, 0.00% due 08/15/2015

          

          

          

          

          

          $

          1,823,000

          

          

          

          1,819,165

          

          

          

          1,820,904

          

          

          

          0.64

          %United States Treasury Strip Coupon, 0.00% due 02/15/2015

          

          

          

          

          

          $

          1,816,000

          

          

          

          1,815,529

          

          

          

          1,815,800

          

          

          

          0.63

          %Total

          

          

          

          

          

          

          

          

          

          

          7,286,332

          

          

          

          7,298,042

          

          

          

          2.55

          %Total Investments

          

          

          

          

          

          

          

          

          

          $

          408,399,713

          

          

          $

          478,282,415

          

          

          

          167.29

          %
  *

          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)

          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. 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. A company is deemed to be a Controlled Company of GSV Capital Corp. if GSV Capital Corp. owns 25% or more 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 whose economics are derived from the value 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. (6)

          GSV Capital Corp.s investment in SharesPost, Inc. is held through its wholly-owned subsidiary SPNPM Holdings, LLC. See notes to the Condensed Consolidated Financial Statements
 18    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES   CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS  (continued) December 31, 2014 (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. GSV Capital Corp.s shares in Cricket Media (f/k/a ePals Inc.), are subject to a lock-up agreement which expired on February 23, 2014. At December 31, 2014, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its December 31, 2014 closing price less 17.5%. GSV Capital Corp.s Chief Executive Officer, Michael Moe is a Board member of Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law. As such, the Company has applied a 17.5% discount to reflect the aforementioned trading restrictions. (9)

          On March 28, 2014, 2U, Inc. (f/k/a 2tor, Inc.) priced its initial public offering, selling 9,175,000 shares at a price of $13 per share. GSV Capital Corp.s shares in 2U, Inc. (f/k/a 2tor, Inc.) are subject to a lock-up agreement which expired on September 24, 2014. At December 31, 2014, GSV Capital Corp. valued 2U, Inc. (f/k/a 2tor, Inc.), based on its December 31, 2014 closing price less 10.0%. Michael Moe is a Board member of 2U, Inc. (f/k/a 2tor, Inc.), which subjects GSV Capital Corp. to insider trading restrictions under U.S. securities law. As such, the Company has applied a 10.0% discount to reflect the aforementioned trading restrictions. (10)

          On November 20, 2014, Totus Solutions, Inc., conducted a 10:1 stock split. (11)

          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 the Trustee. These funds were used to purchase U.S. Treasury Strips with an original cost of $10,845,236. At December 31, 2014, the remaining government securities are shown on the Condensed Consolidated Schedule of Investments and have an amortized cost of $7,286,332. (12)

          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., or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015. See notes to the Condensed Consolidated Financial Statements
 19    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations GSV Capital Corp. (the Company, GSV Capital or GSV) 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 is 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. On April 13, 2012, the Company formed a wholly-owned subsidiary, GSV Capital Lending, LLC (GCL), a Delaware limited liability company, which was formed to originate portfolio loan investments within the state of California. On November 28, 2012, the Company formed the following wholly-owned subsidiaries: GSVC AE Holdings, Inc. (GAE), GSVC AV Holdings, Inc. (GAV), GSVC NG Holdings, Inc. (GNG), GSVC SW Holdings, Inc. (GSW) and GSVC WS Holdings, Inc. (GWS). On July 12, 2013, the Company formed a wholly-owned subsidiary, SPNPM Holdings LLC (SPNPM). On August 13, 2013, the Company formed a wholly-owned subsidiary, GSVC SVDS Holdings, Inc. (SVDS). Collectively, these entities are known as the GSVC Holdings, all Delaware corporations, 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. Refer to  Summary of Significant Accounting Policies  Basis of Consolidation below for further detail. 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 acquires its investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and 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. Summary of Significant Accounting Policies Basis of Presentation The interim 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. In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of 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, 2015. 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, 2014. 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
 20    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) 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. Reclassifications Certain prior period amounts in the Condensed Consolidated Financial Statements have been reclassified to conform to the current period presentation. The Company has reclassified certain prior period accounts on the Condensed Consolidated Statements of Assets and Liabilities and Condensed Consolidated Statements of Operations to simplify the presentation. Refer to the table below for the reclassifications to the December 31, 2014 Condensed Consolidated Statements of Assets and Liabilities.  Reclassified Amounts

          

          Prior Period AmountsDeferred financing costs

          

          $

          2,928,134

          

          

          $

          Deferred credit facility fees

          

          

          

          

          

          

          261,065Deferred debt issuance costs

          

          

          

          

          

          

          2,667,069Prepaid expenses and other assets

          

          

          596,926

          

          

          

          Prepaid expenses

          

          

          

          

          

          

          179,556Other assets

          

          

          

          

          

          

          417,370
 There was no net effect on the total assets, liabilities, or net assets as of December 31, 2014 as a result of these reclassifications. Refer to the table below for the reclassifications to the Condensed Consolidated Statements of Operations.  For the three months ended September 30, 2014

          

          Reclassified Amounts

          

          Prior Period AmountsOther expenses

          

          $

          115,922

          

          

          $

          18,306Insurance expense

          

          

          

          

          

          

          61,800Investor relations expense

          

          

          

          

          

          

          35,816
  For the nine months ended September 30, 2014

          

          Reclassified Amounts

          

          Prior Period AmountsOther expenses

          

          $

          434,849

          

          

          $

          58,898Insurance expense

          

          

          

          

          

          

          181,839Investor relations expense

          

          

          

          

          

          

          194,112
 Use of Estimates The preparation of condensed consolidated financial statements 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 reported 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.
 21    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) 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. 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 Assets or Liabilities 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 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;
 22    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) 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 their 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 in good faith 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 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 Company 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 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, for which an independent valuation firm was engaged to perform valuations, during the current and prior fiscal year.  For the quarter ended March 31, 2014

          

          

          100

          %For the quarter ended June 30, 2014

          

          

          100

          %For the quarter ended September 30, 2014

          

          

          100

          %For the quarter ended December 31, 2014

          

          

          100

          %For the quarter ended March 31, 2015

          

          

          100

          %For the quarter ended June 30, 2015

          

          

          100

          %For the quarter ended September 30, 2015

          

          

          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
 23    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) transaction in which the Company acquired its securities, subsequent equity sales by the Portfolio Company, 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 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 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 amortized cost plus accrued interest which it believes approximates fair value. Warrants The 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 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.
 24    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) 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 is a non-diversified company within the meaning of the 1940 Act. GSV 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,
controls or holds the power to vote 5% or more of the outstanding voting securities of another person. Refer to the Condensed Consolidated Schedules of Investments as of September 30, 2015 and December 31, 2014, respectively, for details regarding the nature and composition of the Companys investment portfolio. Cash The Company places its cash with U.S. Bank National Association and Silicon Valley Bank, and at times, cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company may invest a portion of its cash in money market funds, within limitations of the 1940 Act. 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 expenses related to the Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the effective interest method over the respective 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 (ASC 470-50). For modifications to or exchanges of the Credit Facility, any unamortized deferred costs are expensed. As of September 30, 2015, $88,618 remains to be amortized and is included within deferred financing costs on the Condensed Consolidated Statements of Assets and Liabilities. On September 17, 2013, the Company issued $69 million aggregate principal amount of the 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) (including $9 million aggregate principal amount issued pursuant to the exercise of the initial purchasers option to purchase additional Convertible Senior Notes). The Company recorded origination expenses related to the Convertible Senior Notes as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the effective interest method
over the respective life of the Convertible Senior Notes. In the event that the Company modifies or extinguishes its debt before maturity, it follows the guidance in ASC 470-50. For extinguishments of the Convertible Senior Notes, any unamortized deferred costs are deducted from the basis of the debt in determining the gain or loss from the extinguishment. Proceeds from the issuance of the Convertible Senior Notes were offset by offering costs of $3,585,929.As of September 30, 2015, $2,128,924 remains to be amortized and is included within deferred financing costs on the Condensed Consolidated Statements of Assets and Liabilities.
 25    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) Restricted Cash As of September 30, 2015 and December 31, 2014, the Company had Restricted Cash of $52,931 and $48,889, respectively, which is included on the Condensed Consolidated Statements of Assets and Liabilities. As of both September 30, 2015 and December 31, 2014, Restricted Cash consisted of a $25,000 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 Convertible Senior Notes. See Note 9  Long Term Liabilities for further detail. 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 the 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. These transactions are reflected on the Statement of Assets and Liabilities as Escrow deposits. At September 30, 2015 and December 31, 2014, 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, and operates 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 they were carried forward. If the Company does not distribute (or is not deemed to have distributed) during 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
 26    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) 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 its estimated current year annual taxable income will be in excess of the 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. 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 (such certification, an SEC Certification). The Company has not received such SEC Certification for its 2013 taxable year; however, in September 2015, the Company determined it was in the best interests of its stockholders to file the 2013 tax return as a C corporation. The Company has, however, determined 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 condensed 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 condensed consolidated financial statements. The Company also expects to qualify as a RIC for the 2015 taxable year and going forward. At the present time, the Company cannot assure its investors that it will be eligible to elect to be taxed as a RIC for its 2015 taxable year. If it is not treated as a RIC for 2015, the Company will be taxed as a C corporation under the Code for the 2015 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
 27    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 1  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES   (continued) 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 ten years. Refer to Note 8  Income Taxes for further details regarding the Companys tax status. Per Share Information Basic net increase 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 in net assets resulting from operations per common share is computed by dividing net increase in net 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 ASC 260
to determine the number of potentially dilutive shares outstanding. Refer to Note 5  Net Increase in Net Assets Resulting from Operations per Common Share  Basic and Diluted for further detail. Capital Accounts Certain capital accounts including undistributed net investment income or loss, accumulated net realized gains or losses, net unrealized appreciation or depreciation, and paid-in capital in excess of par, are adjusted, at least annually, for permanent differences between book and tax. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP. GAAP requires that certain components of net assets relating to permanent differences are to be reclassified between financial statement reporting and tax reporting. These reclassifications have no
effect on the net assets or net asset value per share and are intended to enable the Companys stockholders to determine the amount of accumulated and undistributed earnings they potentially could receive in the future and on which they could be taxed. Recently Adopted Accounting Standards In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-03, Interest  Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires companies to present debt issuance costs related to a recognized debt liability in the Condensed Consolidated Statement of Assets and Liabilities as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Public companies are required to apply ASU 2015-03 retrospectively for interim and annual reporting periods beginning after
December 15, 2015. The Company does not believe that the adoption of any recently issued accounting standards, had or will have a material impact on its current financial position and results of operations. 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, 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.
 28    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 2  RELATED-PARTY ARRANGEMENTS   (continued) Incentive Fees The Company has not paid GSV Asset Management any incentive fees since inception under the terms of the Advisory Agreement. However for GAAP purposes, in accordance with the AICPAs TPA (TIS 6910.2), the Company is required to accrue incentive fees as if the Company had fully liquidated the entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2015 and December 31, 2014. 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. For the three and nine months ended September 30, 2015, the Company accrued incentive fees of $1,062,535, and $10,839,602, respectively, for financial statement purposes. For the three and nine months ended September 30, 2014, the Company accrued incentive fees of $3,684,300, and $5,498,585, respectively, for financial statement purposes. Management Fees GSV Asset Management earned $2,063,017 and $5,994,530 in management fees for the three and nine months ended September 30, 2015, respectively. GSV Asset Management earned $1,949,705 and $5,639,564 in management fees for the three and nine months ended September 30, 2014, respectively. As of September 30, 2015, the Company was owed $205,472 from GSV Asset Management for reimbursement of expenses paid for by the Company that were the responsibility of GSV Asset Management. In addition as of September 30, 2015, the Company owed GSV Asset Management $19,980 for reimbursement of other expenses. As of December 31, 2014, the Company was owed $204,825 from GSV Asset Management for reimbursement of expenses paid for by the Company that were the responsibility of GSV Asset Management. In addition as of December 31, 2014, the Company owed GSV Asset Management $23,396 for 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 $598,456 and $2,185,888 in such costs incurred under the Administration Agreement for the three and nine months ended September 30,
2015, respectively. There were $718,896 and $2,557,129 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2014, 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.
 29    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (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 September 30, 2015, the Company had 92 positions in 48 portfolio companies. At December 31, 2014, the Company had 99 positions in 52 portfolio companies. The following table
summarizes the composition of the Companys investment portfolio by security type at cost and fair value as of September 30, 2015 and December 31, 2014.  September 30, 2015 (Unaudited)

          

          December 31, 2014Cost

          

          Fair Value

          

          Cost

          

          Fair ValuePrivate Portfolio CompaniesCommon Stock

          

          $

          50,911,154

          

          

          $

          95,134,155

          

          

          $

          55,085,728

          

          

          $

          85,598,467Preferred Stock

          

          

          195,847,526

          

          

          

          221,618,041

          

          

          

          190,308,932

          

          

          

          193,847,045Debt Investments

          

          

          2,057,464

          

          

          

          2,207,561

          

          

          

          1,360,331

          

          

          

          1,374,210Warrants

          

          

          301,196

          

          

          

          495,877

          

          

          

          301,196

          

          

          

          904,345Subtotal  Private Portfolio Companies

          

          

          249,117,340

          

          

          

          319,455,634

          

          

          

          247,056,187

          

          

          

          281,724,067Publicly Traded Portfolio CompaniesCommon Stock

          

          

          30,743,688

          

          

          

          30,334,740

          

          

          

          54,055,502

          

          

          

          89,260,250Total Private and Publicly Traded Portfolio Companies

          

          

          279,861,028

          

          

          

          349,790,374

          

          

          

          301,111,689

          

          

          

          370,984,317Non-Portfolio InvestmentsU.S. Treasury Bill

          

          

          25,000,604

          

          

          

          25,000,604

          

          

          

          100,001,692

          

          

          

          100,000,056U.S. Treasury Strips

          

          

          3,669,246

          

          

          

          3,680,616

          

          

          

          7,286,332

          

          

          

          7,298,042Total Non-Portfolio Investments

          

          

          28,669,850

          

          

          

          28,681,220

          

          

          

          107,288,024

          

          

          

          107,298,098Total Investments

          

          $

          308,530,878

          

          

          $

          378,471,594

          

          

          $

          408,399,713

          

          

          $

          478,282,415
 30    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (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 September 30, 2015 and December 31, 2014 are as follows:  As of September 30, 2015 (Unaudited)Quoted Prices in Active Markets for Identical Securities(Level 1)

          

          Significant Other ObservableInputs(Level 2)

          

          Significant Other UnobservableInputs(Level 3)

          

          TotalAssets at fair valuePrivate Portfolio CompaniesCommon Stock

          

          $

          

          

          

          $

          

          

          

          $

          95,134,155

          

          

          $

          95,134,155Preferred Stock

          

          

          

          

          

          

          

          

          

          

          221,618,041

          

          

          

          221,618,041Debt Investments

          

          

          

          

          

          

          

          

          

          

          2,207,561

          

          

          

          2,207,561Warrants

          

          

          

          

          

          

          

          

          

          

          495,877

          

          

          

          495,877Subtotal  Private Portfolio Companies

          

          

          

          

          

          

          

          

          

          

          319,455,634

          

          

          

          319,455,634Publicly Traded Portfolio CompaniesCommon Stock

          

          

          30,334,740

          

          

          

          

          

          

          

          

          

          

          

          30,334,740Total Private and Publicly Traded Portfolio Companies

          

          

          30,334,740

          

          

          

          

          

          

          

          319,455,634

          

          

          

          349,790,374Non-Portfolio InvestmentsU.S. Treasury Bill

          

          

          25,000,604

          

          

          

          

          

          

          

          

          

          

          

          25,000,604U.S. Treasury Strips

          

          

          3,680,616

          

          

          

          

          

          

          

          

          

          

          

          3,680,616Total Non-Portfolio Investments

          

          

          28,681,220

          

          

          

          

          

          

          

          

          

          

          

          28,681,220Total Assets at Fair Value

          

          $

          59,015,960

          

          

          $

          

          

          

          $

          319,455,634

          

          

          $

          378,471,594
  As of December 31, 2014Quoted Prices in Active Markets for Identical Securities (Level 1)

          

          Significant Other Observable Inputs (Level 2)

          

          Significant Unobservable Inputs (Level 3)

          

          TotalAssets at fair valuePrivate Portfolio CompaniesCommon Stock

          

          $

          

          

          

          $

          

          

          

          $

          85,598,467

          

          

          $

          85,598,467Preferred Stock

          

          

          

          

          

          

          

          

          

          

          193,847,045

          

          

          

          193,847,045Debt Investments

          

          

          

          

          

          

          

          

          

          

          1,374,210

          

          

          

          1,374,210Warrants

          

          

          

          

          

          

          

          

          

          

          904,345

          

          

          

          904,345Subtotal  Private Portfolio Companies

          

          

          

          

          

          

          

          

          

          

          281,724,067

          

          

          

          281,724,067Publicly Traded Portfolio CompaniesCommon Stock

          

          

          65,586,615

          

          

          

          23,673,635

          

          

          

          

          

          

          

          89,260,250Total Private and Publicly Traded Portfolio Companies

          

          

          65,586,615

          

          

          

          23,673,635

          

          

          

          281,724,067

          

          

          

          370,984,317Non-Portfolio InvestmentsU.S. Treasury Bill

          

          

          100,000,056

          

          

          

          

          

          

          

          

          

          

          

          100,000,056U.S. Treasury Strips

          

          

          7,298,042

          

          

          

          

          

          

          

          

          

          

          

          7,298,042Total Non-Portfolio Investments

          

          

          107,298,098

          

          

          

          

          

          

          

          

          

          

          

          107,298,098Total Assets at Fair Value

          

          $

          172,884,713

          

          

          $

          23,673,635

          

          

          $

          281,724,067

          

          

          $

          478,282,415Liabilities at fair valueEmbedded Derivative

          

          $

          

          

          

          $

          

          

          

          $

          1,000

          

          

          $

          1,000Total Liabilities at Fair Value

          

          $

          

          

          

          $

          

          

          

          $

          1,000

          

          

          $

          1,000
 31    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued) 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 and liabilities as of September 30, 2015 and December 31, 2014. In addition to the techniques and inputs noted in the table 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 below table is not intended to be all-inclusive, but rather provides 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 table below, such input is deemed insignificant with respect to the Companys Level 3 fair value measurements as of September 30, 2015 and December 31, 2014. 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.  As of September 30, 2015 (Unaudited)Asset (Liability)

          

          Fair Value

          

          Valuation Techniques

          

          Unobservable inputs

          

          Range (Weighted Average)Common stock in private companies

          

          $

          95,134,155

          

          

          

          Market approach

          

          

          

          Precedent transactions

          (1)

          

          

          N/AIncome approach

          

          

          

          Revenue multiples

          

          

          

          1.1x  1.5x (1.3x)EBIT multiples

          

          

          

          10.0x  17.0x (13.5x)Discount rate

          

          

          

          30%  35% (33%)Liquidation Value

          

          

          

          Liquidation Value

          

          

          

          N/APreferred stock in private companies

          

          $

          221,618,041

          

          

          

          Market approach

          

          

          

          Precedent transactions

          (1)

          

          

          N/AIncome approach

          

          

          

          Revenue multiples

          

          

          

          0.9x  5.5x (2.8x)EBIT multiples

          

          

          

          10.0x  30.0x (15.8x)Discount rate

          

          

          

          30%  50% (39%)Debt Investments

          

          $

          2,207,561

          

          

          

          Market approach

          

          

          

          Amortized Cost

          

          

          

          N/AWarrants

          

          $

          495,877

          

          

          

          Option pricing model

          

          

          

          Term to expiration (Years)

          

          

          

          1.28  3.00 (2.52)Strike price

          

          

          

          0.13  4.59 (1.20)Volatility

          

          

          

          30%  50% (38%)
  (1)

          Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.
 32    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued)  As of December 31, 2014Asset (Liability)

          

          Fair Value

          

          Valuation Techniques

          

          Unobservable inputs

          

          Range (Average)Common stock in private companies

          

          $

          85,598,467

          

          

          

          Market approach

          

          

          

          Precedent transactions(1)

          

          

          

          N/AIncome approach

          

          

          

          Revenue multiples

          

          

          

          1.1x  5.9x (3.0x)EBIT multiples

          

          

          

          10.20x  18.90x (16.70x)Discount rate

          

          

          

          30%  40% (37%)Liquidation Value

          

          

          

          Liquidation Value

          

          

          

          N/APreferred stock in private companies

          

          $

          193,847,045

          

          

          

          Market approach

          

          

          

          Precedent transactions(1)

          

          

          

          N/AIncome approach

          

          

          

          Revenue multiples

          

          

          

          1.5x  5.3x (3.5x)EBIT multiples

          

          

          

          10.0x  25.0x (18.1x)Discount rate

          

          

          

          35%  45% (40%)Debt Investments

          

          $

          1,374,210

          

          

          

          Market approach

          

          

          

          Precedent transactions

          

          

          

          N/AWarrants

          

          $

          904,345

          

          

          

          Option pricing model

          

          

          

          Term to expiration (Years)

          

          

          

          2.00  3.00 (2.55)Strike price

          

          

          

          0.13  4.59 (1.24)Volatility

          

          

          

          30%  50% (38%)Embedded Derivative

          

          $

          (1,000

          )

          

          

          Binomial Lattice Model

          

          

          

          Strike Price

          

          

          

          16.26Volatility

          

          

          

          50%Annual risk rate

          

          

          

          12.5%
  (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 and liabilities 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. The Company applied the binomial lattice model to value the embedded derivative using a with-and-without method, where the value of the Convertible Senior Notes including the embedded derivative, is defined as the with, and the value of the Convertible Senior Notes excluding the embedded derivative, is defined as the without. This method estimates the value of the embedded derivative by looking at the difference in the values between the Convertible Senior Notes with the embedded derivative and the value of the Convertible Senior Notes without the embedded derivative. The lattice model
requires the following inputs: (i) strike price; (ii) estimated stock volatility; and (iii) annual risk rate.
 33    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued) The aggregate values of Level 3 portfolio investments and embedded derivative changed during the three and nine months ended September 30, 2015 and September 30, 2014 as follows:  Three months ended September 30, 2015 (Unaudited)Common Stock

          

          Preferred Stock

          

          Debt Investments

          

          Warrants

          

          Embedded Derivative

          

          TotalAssets:Fair value as of June 30, 2015

          

          $

          92,430,652

          

          

          $

          217,983,919

          

          

          $

          2,506,014

          

          

          $

          694,314

          

          

          $

          

          

          

          $

          313,614,899Purchases of investments

          

          

          

          

          

          

          6,602,095

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,602,095Sales of investments

          

          

          (1,874,000

          )

          

          

          (3,362,594

          )

          

          

          (50,000

          )

          

          

          

          

          

          

          

          

          

          

          (5,286,594

          )Realized losses

          

          

          (2,290,880

          )

          

          

          (7,563,262

          )

          

          

          (27,190

          )

          

          

          

          

          

          

          

          

          

          

          (9,881,332

          )Exercises, conversions and assignments(1)

          

          

          

          

          

          

          295,801

          

          

          

          (295,801

          )

          

          

          

          

          

          

          

          

          

          

          Amortization of fixed income security premiums and discounts

          

          

          

          

          

          

          

          

          

          

          14,235

          

          

          

          

          

          

          

          

          

          

          

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

          

          

          6,868,383

          

          

          

          7,662,082

          

          

          

          60,303

          

          

          

          (198,437

          )

          

          

          

          

          

          

          14,392,331Fair Value as of September 30, 2015

          

          $

          95,134,155

          

          

          $

          221,618,041

          

          

          $

          2,207,561

          

          

          $

          495,877

          

          

          $

          

          

          

          $

          319,455,634Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2015

          

          $

          4,027,793

          

          

          $

          589,059

          

          

          $

          32,425

          

          

          $

          (198,437

          )

          

          $

          

          

          

          $

          4,450,840
  Three months ended September 30, 2014 (Unaudited)Common Stock

          

          Preferred Stock

          

          Debt Investments

          

          Warrants

          

          Embedded Derivative

          

          TotalAssets:Fair value as of June 30, 2014

          

          $

          87,595,350

          

          

          $

          169,119,155

          

          

          $

          348,610

          

          

          $

          594,355

          

          

          $

          

          

          

          $

          257,657,470Purchases of investments

          

          

          6,400

          

          

          

          6,795,054

          

          

          

          500,000

          

          

          

          

          

          

          

          

          

          

          

          7,301,454Sales of investments

          

          

          (4,556,650

          )

          

          

          (6,285,991

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (10,842,641

          )Realized gains

          

          

          1,951,444

          

          

          

          4,969,326

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,920,770Net change in unrealized appreciation (depreciation) included in earnings

          

          

          (2,241,704

          )

          

          

          (5,484,429

          )

          

          

          12,692

          

          

          

          (23,978

          )

          

          

          

          

          

          

          (7,737,419

          )Fair Value as of September 30, 2014

          

          $

          82,754,840

          

          

          $

          169,113,115

          

          

          $

          861,302

          

          

          $

          570,377

          

          

          $

          

          

          

          $

          253,299,634Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2014

          

          $

          (2,241,704

          )

          

          $

          (5,484,429

          )

          

          $

          12,692

          

          

          $

          (23,978

          )

          

          $

          

          

          

          $

          (7,737,419

          )Liabilities:Fair Value of June 30, 2014

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          159,000

          

          

          $

          159,000Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (147,000

          )

          

          

          (147,000

          )Fair Value as of September 30, 2014

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          12,000

          

          

          $

          12,000
 34    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued)  Nine months ended September 30, 2015 (Unaudited)Common 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

          

          

          

          16,168,653

          

          

          

          1,022,107

          

          

          

          

          

          

          

          

          

          

          

          17,193,440Sales of investments

          

          

          (1,886,373

          )

          

          

          (3,362,594

          )

          

          

          (50,000

          )

          

          

          

          

          

          

          

          

          

          

          (5,298,967

          )Realized losses

          

          

          (2,290,880

          )

          

          

          (7,563,262

          )

          

          

          (27,190

          )

          

          

          

          

          

          

          

          

          

          

          (9,881,332

          )Exercises, conversions and assignments(1)

          

          

          

          

          

          

          295,801

          

          

          

          (295,801

          )

          

          

          

          

          

          

          

          

          

          

          Amortization of fixed income security premiums and discounts

          

          

          

          

          

          

          

          

          

          

          36,117

          

          

          

          

          

          

          

          

          

          

          

          36,117Net change in unrealized appreciation (depreciation) included in earnings

          

          

          13,710,261

          

          

          

          22,232,398

          

          

          

          148,118

          

          

          

          (408,468

          )

          

          

          

          

          

          

          35,682,309Fair Value as of September 30, 2015

          

          $

          95,134,155

          

          

          $

          221,618,041

          

          

          $

          2,207,561

          

          

          $

          495,877

          

          

          $

          

          

          

          $

          319,455,634Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2015

          

          $

          10,869,673

          

          

          $

          15,198,644

          

          

          $

          142,426

          

          

          $

          (408,468

          )

          

          $

          

          

          

          $

          25,802,275Liabilities: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 September 30, 2015

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          
  Nine months ended September 30, 2014 (Unaudited)Common Stock

          

          Preferred Stock

          

          Common Membership Interest

          

          Term Loan

          

          Warrants

          

          Embedded Derivative

          

          TotalAssets:Fair value as of December 31, 2013

          

          $

          81,410,161

          

          

          $

          129,925,500

          

          

          $

          557,084

          

          

          $

          750,000

          

          

          $

          489,657

          

          

          $

          

          

          

          $

          213,132,402Purchases of investments

          

          

          1,788,941

          

          

          

          40,317,993

          

          

          

          

          

          

          

          3,664,225

          

          

          

          159,993

          

          

          

          

          

          

          

          45,931,152Sales of investments

          

          

          (4,556,650

          )

          

          

          (9,286,230

          )

          

          

          

          

          

          

          

          

          

          

          (75,988

          )

          

          

          

          

          

          

          (13,918,868

          )Realized gains included in earnings

          

          

          1,951,444

          

          

          

          4,969,326

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,920,770Exercises, conversions and assignments  In(2)

          

          

          1,273,125

          

          

          

          6,074,063

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          7,347,188Exercises, conversions and assignments  Out(2)

          

          

          (2,006,077

          )

          

          

          (1,273,125

          )

          

          

          (500,000

          )

          

          

          (3,567,986

          )

          

          

          

          

          

          

          

          

          

          

          (7,347,188

          )Net change in unrealized appreciation (depreciation) included in earnings

          

          

          20,817,652

          

          

          

          (1,614,412

          )

          

          

          (57,084

          )

          

          

          15,063

          

          

          

          (3,285

          )

          

          

          

          

          

          

          19,157,934Transfers Out of Level 3

          

          

          (17,923,756

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (17,923,756

          )Fair Value as of September 30, 2014

          

          $

          82,754,840

          

          

          $

          169,113,115

          

          

          $

          

          

          

          $

          861,302

          

          

          $

          570,377

          

          

          $

          

          

          

          $

          253,299,634Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2014

          

          $

          15,754,143

          

          

          $

          343,302

          

          

          $

          

          

          

          $

          11,212

          

          

          $

          39,370

          

          

          $

          

          

          

          $

          16,148,027Liabilities:Fair Value of December 31, 2013

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          799,000

          

          

          $

          799,000Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (787,000

          )

          

          

          (787,000

          )Fair Value as of September 30, 2014

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          12,000

          

          

          $

          12,000
 35    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 3  INVESTMENTS AT FAIR VALUE   (continued)  (1)

          During the three and nine months ended September 30, 2015, the Companys portfolio investments had the following corporate actions which are reflected above:  Portfolio Company

          

          Transfer from

          

          Transfer toCircle Media (f/k/a S3 Digital Corp. (d/b/a S3i))

          

          Term Loan, 12%, 09/30/15

          

          Preferred shares, Series A
 (2)

          During the nine months ended September 30, 2014, the Companys portfolio investments had the following corporate actions which are reflected above:  Portfolio Company

          

          Transfer from

          

          Transfer to2U, Inc. (f/k/a 2tor, Inc.)

          

          Preferred shares, Series A

          

          Common StockFullbridge, Inc.

          

          Term loan, 10%, 3/31/15

          

          Preferred shares, Series DCUX, Inc. (d/b/a CorpU)

          

          Common Stock

          

          Convertible preferred shares, Series CNestGSV Silicon Valley, LLC

          

          Common Membership Interest

          

          Preferred shares, Series CNestGSV, Inc.

          

          Convertible Promissory Note, 12%, 6/30/14

          

          Preferred shares, Series CNestGSV, Inc.

          

          Convertible Promissory Note, 12%, 6/30/14

          

          Preferred shares, Series CFullbridge, Inc.

          

          Convertible Promissory Note, 10%, 2/16/15

          

          Preferred shares, Series D
 During the three and nine months ended September 30, 2015, there were no transfers between levels. During the three and nine months ended September 30, 2014, the following transfers between levels occurred as a result of the IPOs of several portfolio companies, as well as the expiration of lock-up agreements described in the table below.  Portfolio Company

          

          Corporate Action

          

          IPO/Lock-up Expiration Date

          

          Transfer from

          

          September 30, 2014 Valuation Method2U, Inc. (f/k/a 2tor, Inc.)

          

          Lock-up Expiration

          

          9/24/2014

          

          Level 2 to Level 1

          

          Exchange Traded Price, 10.0% DLOM2U, Inc. (f/k/a 2tor, Inc.)

          

          IPO

          

          3/28/2014

          

          Level 3 to Level 2

          

          Exchange Traded Price, 17.5% DLOMTwitter, Inc.

          

          Lock-up Expiration

          

          5/5/2014

          

          Level 2 to Level 1

          

          Exchange Traded Price, 0% DLOMChegg, Inc.

          

          Lock-up Expiration

          

          5/11/2014

          

          Level 2 to Level 1

          

          Exchange Traded Price, 0% DLOMTrueCar, Inc.

          

          IPO

          

          5/15/2014

          

          Level 3 to Level 2

          

          Exchange Traded Price, 17.5% DLOMControl4 Corporation

          

          Lock-up Expiration

          

          1/29/2014

          

          Level 2 to Level 1

          

          Exchange Traded Price, 0% DLOMViolin Memory, Inc.

          

          Lock-up Expiration

          

          3/26/2014

          

          Level 2 to Level 1

          

          Exchange Traded Price, 0% DLOM
 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.
 36    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 4  EQUITY OFFERINGS AND RELATED EXPENSES No new shares of the Companys common stock were issued during the nine months ended September 30, 2015 or the nine months ended September 30, 2014. NOTE 5  NET INCREASE 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 in net assets resulting from operations per common share for the three and nine months ended September 30, 2015 and September 30, 2014. 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 their 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.  (Unaudited)

          

          (Unaudited)Three months ended September 30,

          

          Nine months ended September 30,2015

          

          2014

          

          2015

          

          2014Net increase in net assets resulting from operations per share  basic:Net increase in net assets resulting from operations

          

          $

          8,852,691

          

          

          $

          6,018,713

          

          

          $

          26,598,814

          

          

          $

          5,178,111Weighted-average common shares  basic

          

          

          19,320,100

          

          

          

          19,320,100

          

          

          

          19,320,100

          

          

          

          19,320,100Net increase in net assets resulting from operations per share  basic:

          

          $

          0.45

          

          

          $

          0.31

          

          

          $

          1.37

          

          

          $

          0.27Net increase in net assets resulting from operations per share  diluted:Net increase in net assets resulting from operations, before adjustments

          

          

          8,852,691

          

          

          

          6,018,713

          

          

          

          26,598,814

          

          

          

          5,178,111Adjustments for interest on Convertible Senior Notes and deferred financing costs

          

          

          1,121,043

          

          

          

          1,138,887

          

          

          

          3,284,307

          

          

          

          Net increase in net assets resulting from operations, as adjusted

          

          

          9,973,734

          

          

          

          7,157,600

          

          

          

          29,883,121

          

          

          

          5,178,111Weighted-average common shares outstanding  basic

          

          

          19,320,100

          

          

          

          19,320,100

          

          

          

          19,320,100

          

          

          

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

          

          

          4,244,128

          

          

          

          4,244,128

          

          

          

          4,244,128

          

          

          

          Weighted-average common shares outstanding  diluted

          

          

          23,564,228

          

          

          

          23,564,228

          

          

          

          23,564,228

          

          

          

          19,320,100Net increase in net assets resulting from operations per share  diluted

          

          $

          0.42

          

          

          $

          0.30

          

          

          $

          1.27

          

          

          $

          0.27
  (1)

          For the nine months ended September 30, 2014, 4,244,128 potentially dilutive common shares were excluded from the calculation of the diluted weighted-average common shares outstanding because the effect of these shares would have been anti-dilutive.
 37    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) 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 September 30, 2015 and December 31, 2014, 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. NOTE 7  FINANCIAL HIGHLIGHTS  Three months ended September 30, 2015 (Unaudited)

          

          Three months ended September 30, 2014 (Unaudited)Per Share Data:Net asset value at beginning of period

          

          $

          15.72

          

          

          $

          14.86Net investment loss

          

          

          (1.70

          )(1)

          

          

          (0.25

          )(1)Net realized gains on investments

          

          

          1.40

          (1)

          

          

          0.89

          (1)(Provision)/Benefit for taxes on net realized gains

          

          

          0.59

          (1)

          

          

          (0.36

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

          

          

          (1.14

          )(1)

          

          

          0.06

          (1)(Provision)/Benefit for taxes on unrealized appreciation/(deprecation) of investments

          

          

          1.30

          (1)

          

          

          (0.03

          )(1)Net asset value at end of period

          

          $

          16.17

          

          

          $

          15.17Per share market value at end of period

          

          $

          7.85

          

          

          $

          10.01Total return based on net asset value

          

          

          2.86

          %(2)

          

          

          2.09

          %(2)Total return based on market value

          

          

          (23.86

          )%(2)

          

          

          (5.30

          )%(2)Shares outstanding at end of period

          

          

          19,320,100

          

          

          

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

          

          $

          312,502,487

          

          

          $

          293,144,555Average net assets

          

          $

          303,720,148

          

          

          $

          293,430,624Annualized ratiosRatio of total operating expenses to average net assets(3)

          

          

          8.24

          %

          

          

          11.18

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

          

          

          12.87

          %

          

          

          1.42

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

          

          

          21.11

          %

          

          

          12.60

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

          

          

          (43.30

          )%

          

          

          (6.60

          )%Portfolio turnover ratio

          

          

          1.78

          %

          

          

          2.81

          %
 38    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 7  FINANCIAL HIGHLIGHTS   (continued)  Nine months ended September 30, 2015 (Unaudited)

          

          Nine months ended September 30, 2014 (Unaudited)Per Share DataNet asset value at beginning of period

          

          $

          14.80

          (1)

          

          $

          14.91

          (1)Net investment loss

          

          

          (2.28

          )(1)

          

          

          (0.57

          )(1)Net realized gains on investments

          

          

          2.80

          (1)

          

          

          0.92

          (1)(Provision)/Benefit for taxes on net realized gains

          

          

          0.02

          (1)

          

          

          (0.38

          )(1)Net change in unrealized appreciation of investments

          

          

          0.00

          (1)

          

          

          0.49

          (1)(Provision)/Benefit for taxes on unrealized appreciation of investments

          

          

          0.83

          (1)

          

          

          (0.20

          )(1)Net asset value at end of period

          

          $

          16.17

          

          

          $

          15.17Per share market value at end of period

          

          $

          7.85

          

          

          $

          10.01Total return based on net asset value

          

          

          9.26

          %(2)

          

          

          1.74

          %(2)Total return based on market value

          

          

          (9.04

          )%(2)

          

          

          (17.20

          )%(2)Shares outstanding at end of period

          

          

          19,320,100

          

          

          

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

          

          

          312,502,487

          

          

          

          293,144,555Average net assets

          

          

          299,491,050

          

          

          

          285,484,323Annualized ratiosRatio of total operating expenses to average net assets(3)

          

          

          11.31

          %

          

          

          8.90

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

          

          

          (1.12

          )%

          

          

          1.22

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

          

          

          10.19

          %

          

          

          10.12

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

          

          

          (19.63

          )%

          

          

          (5.20

          )%Portfolio turnover ratio

          

          

          4.53

          %

          

          

          12.59

          %
  (1)

          Based on weighted-average number of shares outstanding for the year/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 nine months ended September 30, 2015 and 2014, 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 for U.S. federal income tax purposes for the 2014 taxable year. 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.
 39    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 8  INCOME TAXES   (continued) As a result of the Company electing to be treated as a RIC in September 2015 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 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 5-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 recognized built-in gains as well as available net operating losses. The Company has recorded a $9.4 million deferred tax liability as of September 30, 2015, of which approximately $7.1 million has been recorded in the event such gains are recognized by December 31, 2019. As a result of the Companys election to be treated as a RIC, the Company recognized $9.7 million in tax benefits for the three
months ended September 30, 2015. 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 $9.4 million deferred tax liability as of September 30, 2015, 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 the three and nine months ended September 30, 2015, the Company and the GSVC Holdings recorded a current income tax expense of $0.8 million. Of this amount, $0.8 million was income tax paid by the Company on undistributed long-term capital gains for the 2014 tax year. For the three and nine months ended September 30, 2014, the Company did not recognize a current income tax expense or benefit. 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.
 40    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 8  INCOME TAXES   (continued) 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 2011  2014 and 2010  2014, respectively. The Company and the GSVC Holdings accrue all interest and penalties related to uncertain tax positions as incurred. As of September 30, 2015, 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 are 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 Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $16.26 per share of common stock. 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 terms of the offering required the Company to place a portion of the proceeds of the offering ($10,867,500) in an escrow account (the Interest Escrow) with U.S. Bank National Association (the Trustee) under the indenture pursuant to which the 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 payments on the 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 September 30, 2015, the remaining Government Securities are shown on the Condensed Consolidated Schedule of Investments and have an amortized cost of $3,669,246. In addition to the Government Securities, at September 30, 2015, the Interest Escrow contained $27,931 of excess funds from the offering that will be used to secure the payment of the notes and is included as Restricted Cash on the Condensed Consolidated Statements of Assets and Liabilities. Restricted Cash also includes a $25,000 deposit for the Companys fidelity bond.  September 30, 2015

          

          December 31, 2014(Unaudited)Aggregate Principal Amount of Convertible Senior Notes

          

          $

          69,000,000

          

          

          $

          69,000,000Less Amortization of Embedded Derivative Discount

          

          

          (437,923

          )

          

          

          (537,647

          )Convertible Senior Notes payable 5.25% due September 15, 2018

          

          $

          68,562,077

          

          

          $

          68,462,353
 As of September 30, 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.
 41    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 9  LONG TERM LIABILITIES   (continued) 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 the Companys common stock calculated at the applicable conversion rate for the principal amount of notes being converted, the cash proceeds from 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. The estimated fair value of the embedded derivative as of September 30, 2015 is $0 as shown on the Condensed Consolidated Statement of Assets and Liabilities. 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% and (ii) 8.0% on amounts drawn under the 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 twelve months during which the Company has no balance outstanding. Under the Loan Agreement, the Company has made certain customary
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 September 30, 2015, the Company had no borrowings under the Credit Facility. For the nine months ended September 30, 2015, the Company had average borrowings outstanding of $4,963,370 under the Credit Facility. 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.
 42    TABLE OF CONTENTS GSV CAPITAL CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2015 (Unaudited) NOTE 10  SUBSEQUENT EVENTS Portfolio Activity From September 30, 2015 through November 9, 2015, the Company closed on investment purchases of $1,200,000 plus transaction costs as shown in following table. Total Gross Payments include the cost of entering into a portfolio company investment. Refer to Note 1  Nature of Operations and Significant Accounting Policies for further detail.  Portfolio Company

          

          Industry

          

          Transaction Date

          

          Gross PaymentsGSV Sustainability Partners

          

          

          Clean Technology

          

          

          

          October 1, 2015

          

          

          $

          600,000GSV Sustainability Partners

          

          

          Clean Technology

          

          

          

          November 2, 2015

          

          

          

          600,000Total Gross Payments

          

          

          

          

          

          

          

          

          

          $

          1,200,000
 From September 30, 2015 through November 9, 2015, the Company sold no investments. The Company is presently in the final stages of negotiations with respect to several private company investments that it anticipates entering into within the next 30 to 60 days, 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 September 30, 2015 through November 9, 2015, the Company has made no such escrow deposits. Dividends On November 4, 2015, the Companys board of directors declared a dividend of $2.76 per share payable on December 31, 2015 to stockholders of record at the close of business on November 16, 2015. The ex-dividend date, which is the day that the Companys common stock will begin trading without the dividend, is January 4, 2016. The dividend will be paid in cash or shares of the Companys common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders will be limited to approximately 50% of the total dividend to be paid to all stockholders; provided, however,
that in no event will the Company distribute less than 20% of the total dividend in cash. The remainder of the dividend (approximately 50%) will be paid in the form of shares of the Companys common stock. The number of shares of the Companys common stock to be issued to stockholders receiving all or a portion of the dividend in shares of common stock will be based on the volume weighted-average price per share of GSV Capitals common stock on the Nasdaq Capital Market on December 28, 29 and 30, 2015. This dividend is being made in accordance with certain applicable Treasury regulations and private letter rulings on cash/stock dividends issued by the Internal Revenue Service (IRS) over the years that allow a publicly traded RIC to satisfy its distribution requirements from a distribution paid partly in common stock provided that at least 20% of the distribution is payable in cash and certain other requirements are satisfied.
 43    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 GSV Capital, 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 elsewhere in this quarterly report on Form 10-Q 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.
 44    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 (the Company, we, our, GSV Capital or GSV) 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 through direct investments with prospective portfolio companies, secondary marketplaces for private companies and 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. Our investment adviser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. 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 as well as sales of existing investments. The fair value, as of September 30, 2015, of all of our portfolio investments, excluding U.S. Treasury Bills and Strips, was $349,790,374. The following table summarizes the investment purchases we funded during the nine months ended September 30, 2015. 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 for the period ended September 30, 2015 for further detail.
 45    TABLE OF CONTENTS  Fundings by Portfolio Company (Industry)

          

          Quarter ended March 31, 2015

          

          Quarter ended June 30, 2015

          

          Quarter ended September 30, 2015

          

          Total through September 30, 2015NestGSV, Inc. (d/b/a GSV Labs, Inc.) (Incubator)

          

          $

          1,000,000

          

          

          $

          1,499,999

          

          

          $

          1,000,000

          

          

          $

          3,499,999Fullbridge, Inc. (Business Education)

          

          

          964,042

          

          

          

          

          

          

          

          

          

          

          

          964,042Lyft, Inc. (Peer to Peer Ridesharing)

          

          

          2,499,985

          

          

          

          

          

          

          

          

          

          

          

          2,499,985PayNearMe, Inc. (Cash Payment Network)

          

          

          3,999,998

          

          

          

          

          

          

          

          

          

          

          

          3,999,998GSV Sustainability Partners (Clean Technology)

          

          

          500,000

          

          

          

          

          

          

          

          600,000

          

          

          

          1,100,000Earlyshares.com, Inc. (Equity Crowdfunding)

          

          

          

          

          

          

          50,000

          

          

          

          

          

          

          

          50,000Enjoy Technology, Inc. (Online Shopping)

          

          

          

          

          

          

          

          

          

          

          4,000,000

          

          

          

          4,000,000Aspiration Partners, Inc. (Financial Services)

          

          

          

          

          

          

          

          

          

          

          999,975

          

          

          

          999,975Capitalized Fees

          

          

          26,100

          

          

          

          4,440

          

          

          

          2,120

          

          

          

          32,660Total Gross Payments

          

          $

          8,990,125

          

          

          $

          1,554,439

          

          

          $

          6,602,095

          

          

          $

          17,146,659
 The table below summarizes the investments we sold during the nine months ended September 30, 2015.  Sales by Portfolio Company

          

          Quarter Ended

          

          SharesSold

          

          Average Net Share Price(1)

          

          NetProceeds

          

          Realized Gain/(Loss)(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

          

          

          

          13,666,4192U, Inc. (f/k/a 2tor, Inc.)

          

          

          September 30, 2015

          

          

          

          1,319,233

          

          

          

          35.77

          

          

          

          47,192,835

          

          

          

          37,160,718SugarCRM, Inc.

          

          

          September 30, 2015

          

          

          

          375,000

          

          

          

          5.00

          

          

          

          1,874,000

          

          

          

          549,710Global Education Learning (Holdings) Ltd.(3)

          

          

          September 30, 2015

          

          

          

          N/A

          

          

          

          N/A

          

          

          

          3,354,594

          

          

          

          Totus Solutions, Inc.(4)

          

          

          September 30, 2015

          

          

          

          N/A

          

          

          

          N/A

          

          

          

          50,000

          

          

          

          (6,052,203

          )DailyBreak, Inc.

          

          

          September 30, 2015

          

          

          

          2,225,795

          

          

          

          0.00

          

          

          

          3,000

          

          

          

          (2,854,204

          )The rSmart Group, Inc.

          

          

          September 30, 2015

          

          

          

          1,201,923

          

          

          

          0.00

          

          

          

          5,000

          

          

          

          (1,264,160

          )NewZoom, Inc.

          

          

          September 30, 2015

          

          

          

          1,250,000

          

          

          

          0.00

          

          

          

          0

          

          

          

          (260,476

          )Totals

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          92,645,640

          

          

          $

          54,165,899
  (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) excludes any realized gains (losses) incurred on the maturity of our treasury investments. (3)

          Represents a tax distribution from Global Education Learning (Holdings) Ltd. (4)

          Represents sales of multiple share classes as well a debt investment in Totus Solutions, Inc.
 46    TABLE OF CONTENTS Results of Operations For the three months ended September 30, 2015 and 2014 Operating results for the three months ended September 30, 2015 and 2014 are as follows:  September 30, 2015 (Unaudited)

          

          September 30, 2014 (Unaudited)Total

          

          Per Basic Share(1)

          

          Total

          

          Per Basic Share(1)Total Investment Income

          

          $

          39,363

          

          

          $

          0.00

          

          

          $

          21,971

          

          

          $

          0.00Interest income

          

          

          39,363

          

          

          

          0.00

          

          

          

          21,971

          

          

          

          0.00Dividend income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Total Operating Expenses

          

          $

          6,239,277

          

          

          $

          0.31

          

          

          $

          8,271,569

          

          

          $

          0.43Management fees

          

          

          2,063,017

          

          

          

          0.11

          

          

          

          1,949,705

          

          

          

          0.10Incentive fees

          

          

          1,062,535

          

          

          

          0.05

          

          

          

          3,684,300

          

          

          

          0.19Costs incurred under Administration Agreement

          

          

          598,456

          

          

          

          0.03

          

          

          

          718,896

          

          

          

          0.04Directors fees

          

          

          94,620

          

          

          

          0.00

          

          

          

          65,000

          

          

          

          0.00Professional fees

          

          

          265,429

          

          

          

          0.01

          

          

          

          442,683

          

          

          

          0.02Interest and credit facility expense

          

          

          1,183,833

          

          

          

          0.06

          

          

          

          1,442,063

          

          

          

          0.07Income tax expense

          

          

          852,970

          

          

          

          0.04

          

          

          

          

          

          

          

          Other expenses

          

          

          118,417

          

          

          

          0.01

          

          

          

          115,922

          

          

          

          0.01Gain on fair value adjustment for embedded derivative

          

          

          

          

          

          

          

          

          

          

          (147,000

          )

          

          

          (0.01

          )(Provision)/Benefit for Taxes on Net Investment Loss

          

          

          (26,583,935

          )

          

          

          (1.38

          )

          

          

          3,368,311

          

          

          

          0.17Net Investment Loss

          

          

          (32,783,849

          )

          

          

          (1.70

          )

          

          

          (4,881,287

          )

          

          

          (0.25

          )Net Realized Gains on Investments

          

          

          27,289,816

          

          

          

          1.40

          

          

          

          17,160,816

          

          

          

          0.89(Provision)/Benefit for Taxes on Net Realized Gains on Investments

          

          

          11,307,706

          

          

          

          0.59

          

          

          

          (7,006,762

          )

          

          

          (0.36

          )Net Change in Unrealized Appreciation/(Depreciation) of Investments

          

          

          (21,981,668

          )

          

          

          (1.14

          )

          

          

          1,260,683

          

          

          

          0.07(Provision)/Benefit for Taxes on Unrealized Appreciation/Depreciation of Investments

          

          

          25,020,686

          

          

          

          1.30

          

          

          

          (514,737

          )

          

          

          (0.03

          )Net Increase in Net Assets Resulting from Operations

          

          $

          8,852,691

          

          

          $

          0.45

          

          

          $

          6,018,713

          

          

          $

          0.31
  (1)

          The per-share figures noted are based on a weighted average of 19,320,100 shares outstanding for each of the three months ended September 30, 2015 and 2014.
 47    TABLE OF CONTENTS For the nine months ended September 30, 2015 and 2014 Operating results for the nine months ended September 30, 2015 and 2014 are as follows:  September 30, 2015 (Unaudited)

          

          September 30, 2014 (Unaudited)Total

          

          Per Basic Share(1)

          

          Total

          

          Per Basic Share(1)Total Investment Income

          

          $

          222,278

          

          

          $

          0.01

          

          

          $

          159,819

          

          

          $

          0.01Interest income

          

          

          175,497

          

          

          

          0.01

          

          

          

          158,932

          

          

          

          0.01Dividend income

          

          

          46,781

          

          

          

          0.00

          

          

          

          887

          

          

          

          0.00Total Operating Expenses

          

          $

          25,325,131

          

          

          $

          1.30

          

          

          $

          18,995,663

          

          

          $

          0.98Management fees

          

          

          5,994,530

          

          

          

          0.31

          

          

          

          5,639,564

          

          

          

          0.29Incentive fees

          

          

          10,839,602

          

          

          

          0.56

          

          

          

          5,498,585

          

          

          

          0.28Costs incurred under Administration Agreement

          

          

          2,185,888

          

          

          

          0.11

          

          

          

          2,557,129

          

          

          

          0.13Directors fees

          

          

          287,426

          

          

          

          0.01

          

          

          

          195,000

          

          

          

          0.01Professional fees

          

          

          1,001,401

          

          

          

          0.05

          

          

          

          1,301,777

          

          

          

          0.07Interest and credit facility expense

          

          

          3,781,419

          

          

          

          0.20

          

          

          

          4,155,759

          

          

          

          0.22Income tax expense

          

          

          852,970

          

          

          

          0.04

          

          

          

          

          

          

          

          Other expenses

          

          

          382,895

          

          

          

          0.02

          

          

          

          434,849

          

          

          

          0.02Gain on fair value adjustment for embedded derivative

          

          

          (1,000

          )

          

          

          

          

          

          

          (787,000

          )

          

          

          (0.04

          )(Provision)/Benefit for Taxes on Net Investment Loss

          

          

          (18,865,865

          )

          

          

          (0.98

          )

          

          

          7,740,594

          

          

          

          0.40Net Investment Loss

          

          

          (43,968,718

          )

          

          

          (2.28

          )

          

          

          (11,095,250

          )

          

          

          (0.57

          )Net Realized Gains on Investments

          

          

          54,144,833

          

          

          

          2.80

          

          

          

          17,842,995

          

          

          

          0.92(Provision)/Benefit for Taxes on Net Realized Gains on Investments

          

          

          342,802

          

          

          

          0.02

          

          

          

          (7,285,295

          )

          

          

          (0.38

          )Net Change in Unrealized Appreciation of Investments

          

          

          58,014

          

          

          

          0.00

          

          

          

          9,659,729

          

          

          

          0.50(Provision)/Benefit for Taxes on Unrealized Appreciation of Investments

          

          

          16,021,883

          

          

          

          0.83

          

          

          

          (3,944,068

          )

          

          

          (0.20

          )Net Increase in Net Assets Resulting from Operations

          

          $

          26,598,814

          

          

          $

          1.37

          

          

          $

          5,178,111

          

          

          $

          0.27
  (1)

          The per-share figures noted are based on a weighted average of 19,320,100 shares outstanding for each of the nine months ended September 30, 2015 and 2014. Comparison of the three and nine months ended September 30, 2015 and 2014 Investment Income Investment income increased to $39,363 for the three months ended September 30, 2015, as compared to $21,971 for the three months ended September 30, 2014. The increase was primarily due to a larger average balance of debt investments held during the three months ended September 30, 2015, as compared to the three months ended September 30, 2014. Investment income increased to $222,278 for the nine months ended September 30, 2015, as compared to $159,819 for the nine months ended September 30, 2014. The increase was primarily due to a larger average balance of debt investments held during the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014.
 48    TABLE OF CONTENTS Operating Expenses Total operating expenses decreased to $6,239,277 for the three months ended September 30, 2015, as compared to $8,271,569 for the three months ended September 30, 2014. The decrease of $2,032,292 was primarily due to a decrease in incentive fees and, to a lesser extent, a decrease in interest expense. These decreases were partially offset by increases in income taxes and management fees. The decrease in incentive fees resulted from the decrease in the fair value of our portfolio for the three months ended September 30, 2015 relative to the three months ended September 30, 2014. The primary drivers of the decrease in our
portfolios fair value were the sales of 2U, Inc. (f/k/a 2tor, Inc.) and the change in unrealized depreciation of Twitter, Inc., Dropbox, Inc. and Learnist Inc. (f/k/a Grockit, Inc.). The decrease in interest expense resulted from decreased average borrowings under the Credit Facility for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014. The increase in income tax expense resulted from income derived from the GSVC Holdings and tax on undistributed gains we earned. The increase in management fees resulted from an increase in our average gross assets under management for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014. Total operating expenses increased to $25,325,131 for the nine months ended September 30, 2015, as compared to $18,995,663 for the nine months ended September 30, 2014. The increase of $6,329,468 was primarily due to a significant increase in incentive fees and, to a lesser extent, an increase in income taxes and a significant decrease in the gain on the fair value of the embedded derivative liability for the nine months ended September 30, 2015. These increases were partially offset by decreases in costs incurred under the Administration Agreement and interest expense. The increase in incentive fees resulted from the
appreciation of the fair value of our portfolio for the nine months ended September 30, 2015 relative to the nine months ended September 30, 2014. The primary drivers of the increase in our portfolios fair value were the unrealized appreciation of Palantir Technologies, Inc., Dataminr, Inc., Totus Solutions, Inc., General Assembly Space, Inc. and Lyft, Inc., as partially offset by changes in the unrealized depreciation of Learnist Inc. (f/k/a Grockit, Inc.) and the sales of our investments Twitter, Inc. and 2U, Inc. The increase in income tax expense resulted from income derived from the GSVC Holdings and tax on undistributed gains we earned. As the embedded derivative is a liability, decreases in the value of the embedded derivative create a gain on the embedded derivative which reduces operating expenses. Conversely increases in the value will create a loss on the embedded derivative which increases operating expenses. For the nine months ended September 30, 2015, the gain on
the fair value adjustment of the embedded derivative was $1,000, while for the nine months ended September 30, 2014 the gain on the fair value adjustment of the embedded derivative was $787,000. The decreased gains on the fair value adjustment of the embedded derivative are primarily the result of time elapsed until the expiration of the interest make-whole provision on our embedded derivative. The decrease in costs incurred under the Administration Agreement resulted from lower overhead allocation and travel expenses for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014. The decrease in the interest expense resulted from a decrease in our average borrowings under the Credit Facility for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014. Provision/Benefit for Taxes on Net Investment Loss For the three months ended September 30, 2015, we recognized a provision of $26,583,935 for taxes on net investment loss, compared to a corresponding benefit of $3,368,311 for the three months ended September 30, 2014. Typically for a taxable entity, a net investment loss will generate a benefit for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued benefits for taxes on net investment loss from prior periods. This reversal resulted in a provision for taxes on net investment loss for the three months ended September 30, 2015. For the nine months ended September 30, 2015, we recognized a provision of $18,865,865 for taxes on net investment loss, compared to a corresponding benefit of $7,740,594 for the nine months ended September 30, 2014. Typically for a taxable entity, a net investment loss will generate a benefit for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued benefits for taxes on net investment loss from prior periods. This reversal resulted in a provision for taxes on net investment loss for the nine months ended September 30, 2015.
 49    TABLE OF CONTENTS Net Investment Loss For the three months ended September 30, 2015, we recognized a net investment loss of $32,783,849, compared to a corresponding net investment loss of $4,881,287 for the three months ended September 30, 2014. The $27,902,562 increase in net investment loss is primarily the result of the increased provision for taxes on net investment loss, which was partially offset by the decreased operating expenses discussed above. For the nine months ended September 30, 2015, we recognized a net investment loss of $43,968,718, compared to a corresponding net investment loss of $11,095,250 for the nine months ended September 30, 2014. The $32,873,468 increase in net investment loss is primarily the result of the increased provision for taxes on net investment loss and the increased operating expenses discussed above. Net Realized Gains on Investments For the three months ended September 30, 2015, net realized gains on investments were $27,289,816, which resulted from the sales of our investments in 2U, Inc. and SugarCRM Inc. These net realized gains were partially offset by losses from other smaller positions. For the three months ended September 30, 2014, net realized gains on investments were $17,160,816. The realized gains resulted primarily from the sales Twitter, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc., which were partially offset by significant losses on our investments in Totus Solutions, Inc., DailyBreak, Inc., and the rSmart Group, Inc. We also
wrote-off New Zoom, Inc. and recognized a complete loss on our investment as a result of its bankruptcy. For the nine months ended September 30, 2015, net realized gains on investments were $54,144,833, which resulted from the sales of our investments in Twitter, Inc., 2U Inc. and SugarCRM Inc. These net realized gains were partially offset by losses from other smaller positions. For the nine months ended September 30, 2014, net realized gains on investments were $17,842,995. The realized gains resulted primarily from the sales of Twitter, Inc., Control4 Corporation, Facebook, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc. These gains were offset by losses resulting from the sales of Violin Memory, Inc. and Silver
Springs Networks, Inc. Provision/Benefit for Taxes on Net Realized Gains on Investments For the three months ended September 30, 2015, we recognized a benefit of $11,307,706 for taxes on net realized capital gains. Typically for a taxable entity, net realized capital gains will generate a provision for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued provisions for taxes on net realized capital gains from prior periods. This reversal resulted in a benefit for taxes on net realized capital gains for the three months ended September 30, 2015. For the three months ended September 30, 2014, we recognized a provision of $7,006,762 for taxes on net realized capital gains. The provision for taxes on net realized capital gains was due to the significant net realized gains on the sales of Twitter, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc. For the nine months ended September 30, 2015, we recognized a benefit of $342,802 for taxes on net realized capital gains. Typically for a taxable entity, net realized capital gains will generate a provision for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued provisions for taxes on net realized capital gains from prior periods. This reversal resulted in a benefit for taxes on net realized capital gains for the nine months ended September 30, 2015. For the nine months ended September 30, 2014, we recognized a provision of $7,285,295 for taxes on net realized capital gains. The provision for taxes on net realized capital gains was due to gains from the sales of our shares of Twitter, Inc., Control4 Corporation, Facebook, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc., which were offset by losses resulting from the sales of Violin Memory, Inc. and Silver Springs Networks, Inc.
 50    TABLE OF CONTENTS Net Change in Unrealized Appreciation/(Depreciation) of Investments For the three months ended September 30, 2015, we had a net change in unrealized depreciation of $21,981,668. For the three months ended September 30, 2014, we had a net change in unrealized appreciation of $1,260,683. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation (depreciation) of our investment portfolio for the three months ended September 30, 2015 and 2014, respectively.  Portfolio Company

          

          Change in Unrealized Appreciation (Depreciation)

          

          As of September 30, 2015 (Unaudited)

          

          As of June 30, 2015 (Unaudited)Cost

          

          Fair Value

          

          Unrealized Appreciation (Depreciation)

          

          Cost

          

          Fair Value

          

          Unrealized Appreciation (Depreciation)2U, Inc. (f/k/a 2tor, Inc.)

          

          $

          (28,187,382

          )

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          10,032,117

          

          

          $

          38,219,499

          

          

          $

          28,187,382Twitter, Inc.

          

          

          (7,429,568

          )

          

          

          14,271,866

          

          

          

          21,568,164

          

          

          

          7,296,298

          

          

          

          14,271,866

          

          

          

          28,997,732

          

          

          

          14,725,866Dropbox, Inc.

          

          

          (5,014,207

          )

          

          

          13,656,926

          

          

          

          25,013,272

          

          

          

          11,356,346

          

          

          

          13,656,926

          

          

          

          30,027,479

          

          

          

          16,370,553Learnist Inc. (f/k/a Grockit, Inc.)

          

          

          (4,987,430

          )

          

          

          4,959,615

          

          

          

          431,925

          

          

          

          (4,527,690

          )

          

          

          4,959,615

          

          

          

          5,419,355

          

          

          

          459,740Totus Solutions, Inc.

          

          

          6,061,859

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,102,203

          

          

          

          40,344

          

          

          

          (6,061,859

          )Palantir Technologies, Inc.

          

          

          5,826,172

          

          

          

          17,200,023

          

          

          

          54,609,192

          

          

          

          37,409,169

          

          

          

          17,200,023

          

          

          

          48,783,020

          

          

          

          31,582,997General Assembly Space, Inc.

          

          

          5,404,670

          

          

          

          5,999,961

          

          

          

          11,521,372

          

          

          

          5,521,411

          

          

          

          5,999,961

          

          

          

          6,116,702

          

          

          

          116,741Dailybreak, Inc.

          

          

          2,857,204

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          2,857,204

          

          

          

          

          

          

          

          (2,857,204

          )The rSmart Group, Inc.

          

          

          1,058,472

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,269,163

          

          

          

          210,691

          

          

          

          (1,058,472

          )Other(1)

          

          

          2,428,542

          

          

          

          252,442,487

          

          

          

          265,327,669

          

          

          

          12,885,182

          

          

          

          327,570,878

          

          

          

          338,027,518

          

          

          

          10,456,640Totals

          

          $

          (21,981,668

          )

          

          $

          308,530,878

          

          

          $

          378,471,594

          

          

          $

          69,940,716

          

          

          $

          403,919,956

          

          

          $

          495,842,340

          

          

          $

          91,922,384
  Portfolio Company

          

          Change in Unrealized Appreciation (Depreciation)

          

          As of September 30, 2014 (Unaudited)

          

          As of June 30, 2014 (Unaudited)Cost

          

          Fair Value

          

          Unrealized Appreciation (Depreciation)

          

          Cost

          

          Fair Value

          

          Unrealized Appreciation (Depreciation)Twitter, Inc.

          

          $

          10,130,914

          

          

          $

          27,551,563

          

          

          $

          82,558,948

          

          

          $

          55,007,385

          

          

          $

          32,991,111

          

          

          $

          77,867,582

          

          

          $

          44,876,471SugarCRM, Inc.

          

          

          1,026,679

          

          

          

          8,299,914

          

          

          

          12,124,407

          

          

          

          3,824,493

          

          

          

          8,299,914

          

          

          

          11,097,728

          

          

          

          2,797,814ZocDoc Inc.

          

          

          (2,498,594

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,298,056

          

          

          

          7,796,650

          

          

          

          2,498,594Dropbox, Inc.

          

          

          (1,726,810

          )

          

          

          13,656,486

          

          

          

          26,430,187

          

          

          

          12,773,701

          

          

          

          13,656,486

          

          

          

          28,156,997

          

          

          

          14,500,511Dailybreak, Inc.

          

          

          (1,486,152

          )

          

          

          2,882,186

          

          

          

          

          

          

          

          (2,882,186

          )

          

          

          2,882,186

          

          

          

          1,486,152

          

          

          

          (1,396,034

          )Bloom Energy Corporation

          

          

          (1,372,632

          )

          

          

          3,855,601

          

          

          

          3,097,422

          

          

          

          (758,179

          )

          

          

          3,855,601

          

          

          

          4,470,054

          

          

          

          614,453Fullbridge, Inc.

          

          

          (1,165,476

          )

          

          

          6,396,180

          

          

          

          4,770,109

          

          

          

          (1,626,071

          )

          

          

          6,396,180

          

          

          

          5,935,585

          

          

          

          (460,595

          )Other(1)

          

          

          (1,647,246

          )

          

          

          325,543,686

          

          

          

          344,558,771

          

          

          

          19,015,085

          

          

          

          298,667,345

          

          

          

          319,329,676

          

          

          

          20,662,331Totals

          

          $

          1,260,683

          

          

          $

          388,185,616

          

          

          $

          473,539,844

          

          

          $

          85,354,228

          

          

          $

          372,046,879

          

          

          $

          456,140,424

          

          

          $

          84,093,545
  (1)

          Other represents all investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual change in unrealized appreciation (depreciation) was less than $1,000,000 for each of the three months ended September 30, 2015 and 2014.
 51    TABLE OF CONTENTS For the nine months ended September 30, 2015, we had a net change in unrealized appreciation of $58,014. For the nine months ended September 30, 2014, we had a net change in unrealized appreciation of $9,659,729. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation (depreciation) of our investment portfolio for the nine months ended September 30, 2015 and 2014, respectively.  Portfolio Company

          

          Change inUnrealizedAppreciation(Depreciation)

          

          As of September 30, 2015 (Unaudited)

          

          As of December 31, 2014Cost

          

          Fair Value

          

          UnrealizedAppreciation(Depreciation)

          

          Cost

          

          Fair Value

          

          UnrealizedAppreciation(Depreciation)Twitter, Inc.

          

          $

          (22,565,661

          )

          

          $

          14,271,866

          

          

          $

          21,568,164

          

          

          $

          7,296,298

          

          

          $

          27,551,563

          

          

          $

          57,413,522

          

          

          $

          29,861,9592U, Inc. (f/k/a 2tor, Inc.)

          

          

          (13,310,392

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          10,032,117

          

          

          

          23,342,509

          

          

          

          13,310,392Learnist Inc. (f/k/a Grockit, Inc.)

          

          

          (4,947,385

          )

          

          

          4,959,615

          

          

          

          431,925

          

          

          

          (4,527,690

          )

          

          

          4,959,615

          

          

          

          5,379,310

          

          

          

          419,695Gilt Groupe Holdings, Inc.

          

          

          (1,979,736

          )

          

          

          6,594,433

          

          

          

          1,188,372

          

          

          

          (5,406,061

          )

          

          

          6,594,433

          

          

          

          3,168,108

          

          

          

          (3,426,325

          )Palantir Technologies, Inc.

          

          

          9,132,757

          

          

          

          17,200,023

          

          

          

          54,609,192

          

          

          

          37,409,169

          

          

          

          17,198,903

          

          

          

          45,475,315

          

          

          

          28,276,412Dataminr, Inc.

          

          

          7,931,309

          

          

          

          3,164,265

          

          

          

          11,876,054

          

          

          

          8,711,789

          

          

          

          3,164,265

          

          

          

          3,944,745

          

          

          

          780,480Totus Solutions, Inc.

          

          

          5,894,116

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,101,443

          

          

          

          207,327

          

          

          

          (5,894,116

          )General Assembly Space, Inc.

          

          

          5,395,948

          

          

          

          5,999,961

          

          

          

          11,521,372

          

          

          

          5,521,411

          

          

          

          5,999,961

          

          

          

          6,125,424

          

          

          

          125,463Lyft, Inc.

          

          

          4,448,202

          

          

          

          7,507,216

          

          

          

          11,950,838

          

          

          

          4,443,622

          

          

          

          5,003,634

          

          

          

          4,999,054

          

          

          

          (4,580

          )Dailybreak, Inc.

          

          

          2,857,204

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          2,857,204

          

          

          

          

          

          

          

          (2,857,204

          )Spotify Technology S.A.

          

          

          2,481,351

          

          

          

          3,598,472

          

          

          

          8,158,224

          

          

          

          4,559,752

          

          

          

          3,598,472

          

          

          

          5,676,873

          

          

          

          2,078,401JAMF Holdings, Inc.

          

          

          1,584,038

          

          

          

          9,999,928

          

          

          

          11,583,628

          

          

          

          1,583,700

          

          

          

          9,999,928

          

          

          

          9,999,590

          

          

          

          (338

          )The rSmart Group, Inc.

          

          

          1,074,654

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,267,240

          

          

          

          192,586

          

          

          

          (1,074,654

          )Other(1)

          

          

          2,061,609

          

          

          

          235,235,099

          

          

          

          245,583,825

          

          

          

          10,348,726

          

          

          

          304,070,935

          

          

          

          312,358,052

          

          

          

          8,287,117Totals

          

          $

          58,014

          

          

          $

          308,530,878

          

          

          $

          378,471,594

          

          

          $

          69,940,716

          

          

          $

          408,399,713

          

          

          $

          478,282,415

          

          

          $

          69,882,702
  Portfolio Company

          

          Change in Unrealized Appreciation (Depreciation)

          

          As of September 30, 2014 (Unaudited)

          

          As of December 31, 2013Cost

          

          Fair Value

          

          Unrealized Appreciation (Depreciation)

          

          Cost

          

          Fair Value

          

          Unrealized Appreciation (Depreciation)Twitter, Inc.

          

          $

          (14,823,964

          )

          

          $

          27,551,563

          

          

          $

          82,558,948

          

          

          $

          55,007,385

          

          

          $

          32,991,111

          

          

          $

          102,822,460

          

          

          $

          69,831,349Control4 Corporation

          

          

          (6,289,367

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          7,010,762

          

          

          

          13,300,129

          

          

          

          6,289,367Facebook, Inc.

          

          

          (4,327,603

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,236,147

          

          

          

          9,563,750

          

          

          

          4,327,603Totus Solutions, Inc.

          

          

          (3,458,100

          )

          

          

          6,100,523

          

          

          

          369,289

          

          

          

          (5,731,234

          )

          

          

          6,023,973

          

          

          

          3,750,839

          

          

          

          (2,273,134

          )Dailybreak, Inc.

          

          

          (1,662,629

          )

          

          

          2,882,186

          

          

          

          

          

          

          

          (2,882,186

          )

          

          

          2,430,950

          

          

          

          1,211,393

          

          

          

          (1,219,557

          )Fullbridge, Inc.

          

          

          (1,582,537

          )

          

          

          6,396,180

          

          

          

          4,770,109

          

          

          

          (1,626,071

          )

          

          

          3,784,016

          

          

          

          3,740,482

          

          

          

          (43,534

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

          

          

          (1,269,670

          )

          

          

          2,448,276

          

          

          

          433,847

          

          

          

          (2,014,429

          )

          

          

          2,444,759

          

          

          

          1,700,000

          

          

          

          (744,759

          )Chegg, Inc.

          

          

          (1,170,967

          )

          

          

          14,022,863

          

          

          

          7,380,622

          

          

          

          (6,642,241

          )

          

          

          14,022,863

          

          

          

          8,551,589

          

          

          

          (5,471,274

          )Violin Memory, Inc.

          

          

          10,615,550

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          14,819,618

          

          

          

          4,204,068

          

          

          

          (10,615,550

          )Dropbox, Inc.

          

          

          10,574,990

          

          

          

          13,656,486

          

          

          

          26,430,187

          

          

          

          12,773,701

          

          

          

          13,656,486

          

          

          

          15,855,197

          

          

          

          2,198,7112U, Inc. (f/k/a 2tor, Inc.)

          

          

          7,197,331

          

          

          

          10,032,117

          

          

          

          18,508,839

          

          

          

          8,476,722

          

          

          

          10,031,318

          

          

          

          11,310,709

          

          

          

          1,279,391Palantir Technologies, Inc.

          

          

          6,570,658

          

          

          

          20,195,520

          

          

          

          39,544,561

          

          

          

          19,349,041

          

          

          

          21,060,447

          

          

          

          33,838,830

          

          

          

          12,778,383Silver Spring Networks, Inc.

          

          

          3,002,683

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,145,271

          

          

          

          2,142,588

          

          

          

          (3,002,683

          )SugarCRM, Inc.

          

          

          2,744,614

          

          

          

          8,299,914

          

          

          

          12,124,407

          

          

          

          3,824,493

          

          

          

          8,299,794

          

          

          

          9,379,673

          

          

          

          1,079,879TrueCar, Inc.

          

          

          1,763,989

          

          

          

          2,015,023

          

          

          

          4,064,146

          

          

          

          2,049,123

          

          

          

          2,014,863

          

          

          

          2,299,997

          

          

          

          285,134Avenues Global Holdings, LLC

          

          

          1,223,805

          

          

          

          10,151,854

          

          

          

          11,239,445

          

          

          

          1,087,591

          

          

          

          10,150,484

          

          

          

          10,014,270

          

          

          

          (136,214

          )Other(1)

          

          

          550,946

          

          

          

          264,433,111

          

          

          

          266,115,444

          

          

          

          1,682,333

          

          

          

          131,431,492

          

          

          

          132,562,879

          

          

          

          1,131,387Totals

          

          $

          9,659,729

          

          

          $

          388,185,616

          

          

          $

          473,539,844

          

          

          $

          85,354,228

          

          

          $

          290,554,354

          

          

          $

          366,248,853

          

          

          $

          75,694,499
  (1)

          Other represents all investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual change in unrealized appreciation (depreciation) was less than $1,000,000 for each of the nine months ended September 30, 2015 and 2014.
 52    TABLE OF CONTENTS Provision/Benefit for Taxes on Unrealized Appreciation/Depreciation of Investments For the three months ended September 30, 2015, we recognized a benefit for taxes of $25,020,686, which resulted from the unrealized depreciation of our portfolio investments and the reversal of previous accrued provisions for taxes that resulted from our change in tax status to a RIC. For the three months ended September 30, 2014, we recognized a provision of $514,737 for taxes on the unrealized appreciation of our portfolio investments. The change between the two periods is due to the fact that the change in unrealized appreciation from investments decreased to approximately $21.9 million of unrealized depreciation from approximately $1.2 million of unrealized appreciation as shown in the tables above, as well as the reversal of previous accrued provisions that resulted from the change in our tax status to a RIC. The primary drivers of the decrease in our portfolios fair value were the sales of 2U, Inc. (f/k/a 2tor, Inc.), and the change in unrealized depreciation of Twitter, Inc., Dropbox, Inc. and Learnist Inc. (f/k/a Grockit, Inc.). Refer to the
tables above for the largest components of our change in unrealized appreciation (depreciation). For the nine months ended September 30, 2015, we recognized a benefit for taxes of $16,021,883 on the unrealized appreciation of our portfolio investments and the reversal of previous accrued provisions for taxes that resulted from our change in tax status to a RIC. Typically for a taxable entity, unrealized appreciation of investments will generate a provision for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued provisions for taxes on unrealized appreciation on investments from prior periods. This reversal resulted in a benefit for taxes on unrealized appreciation of
our portfolio investments for the nine months ended September 30, 2015. For the nine months ended September 30, 2014, we recognized a provision of $3,944,068 for taxes on the unrealized appreciation of our portfolio investments. The change between the two periods is due to the fact that the change in unrealized appreciation from investments decreased to approximately $0.1 million from approximately $9.7 million as shown in the table above, as well as the reversal of previously accrued provisions for taxes that resulted from the change in our tax status to a RIC. The primary drivers of the increase in our portfolios fair value was the unrealized appreciation of Palantir Technologies, Inc., Dataminr, Inc., Totus Solutions, Inc., General Assembly Space, Inc. and Lyft, Inc. These increases were largely offset by changes in unrealized depreciation of
Twitter Inc. and Learnist Inc. (f/k/a Grockit, Inc.), and the sales of 2U, Inc. Refer to the tables above for the largest components of our change in unrealized appreciation (depreciation). Net Increase in Net Assets Resulting from Operations For the three months ended September 30, 2015, the net increase in net assets resulting from operations was $8,852,691. For the three months ended September 30, 2014, the net increase in net assets resulting from operations was $6,018,713. The change in net assets resulting from operations for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, resulted from the increased realized gains, the benefit for taxes on net realized capital gains and the benefit for taxes on unrealized depreciation of the portfolio as a whole, which were offset by the change in unrealized depreciation of the portfolio as a whole and the increase in the provision for taxes on net investment loss. For the nine months ended September 30, 2015, the net increase in net assets resulting from operations was $26,598,814. For the nine months ended September 30, 2014, the net increase in net assets resulting from operations was $5,178,111. The change in net assets resulting from operations for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, resulted from the significant increase in realized gains, as well as the benefit for taxes on realized capital gains which resulted from the change in tax status to
 53    TABLE OF CONTENTS a RIC and the associated reversal of previous accrued provisions. These increases were offset by the decline in the fair value of the portfolio as a whole, the significant increase in operating expenses and the provision for taxes on net investment loss. 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. Our primary use of cash is to make investments and to pay our operating expenses. Our current policy is to maintain cash reserves and liquid securities in an amount sufficient to pay our operating expenses, including investment management fees and costs incurred under the Administration Agreement, for approximately two years. For the nine months ended September 30, 2015 and 2014, our operating expenses were $25,325,131 and $18,995,663, respectively.  Cash reserves and Liquid securities

          

          As of September 30, 2015

          

          As of September 30, 2014Cash

          

          $

          56,844,097

          

          

          $

          6,517,389Amounts available for borrowing under the Credit Facility(1)

          

          

          18,000,000

          

          

          

          18,000,000Marketable Securities of Publicly Traded Portfolio Companies(2)Unrestricted Securities(3)

          

          

          30,096,094

          

          

          

          89,939,570Subject to other Sales Restrictions(4)(5)

          

          

          238,646

          

          

          

          23,006,832Total Marketable Securities(2)

          

          

          30,334,740

          

          

          

          112,946,402Total Cash reserves and Marketable Securities

          

          $

          105,178,837

          

          

          $

          137,463,791
  (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 for the period ended September 30, 2015 for detail regarding the Credit Facility. (2)

          Our portfolio investments are pledged first to secure the payment of both principal and interest on the Convertible Senior Notes. Thereafter the 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. The Convertible Senior Notes mature on September 15, 2018. (3)

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

          As of September 30, 2015, this balance represents our common shares of Cricket Media (f/k/a ePals Inc.). During the majority of the year, these shares are freely tradable, however at certain times during the year, these shares are subject to black-out periods as a result of Michael Moes seat on the Cricket Media (f/k/a ePals Inc.) board of directors. During the black-out periods, we are unable to sell these securities under Canadian securities law. (5)

          As of September 30, 2014, this balance represented our common shares of Cricket Media (f/k/a ePals Inc.), 2U, Inc. (f/k/a 2tor, Inc.) and TrueCar, Inc. As of September 30, 2014, our shares of Cricket Media (f/k/a ePals Inc.) and 2U, Inc. (f/k/a 2tor, Inc.) were freely tradable except for black-out periods as a result of Michael Moes seats on the boards of directors of these companies. During the black-out periods, we are unable to sell these securities under U.S. and Canadian securities law. As of September 30, 2014, our shares of TrueCar, Inc. were subject to IPO lock-up restrictions. We are unable to sell securities that are subject to lock-up agreements for 180 days following the IPO date. During the nine months ended September 30, 2015, cash and cash equivalents increased to approximately $56.8 million at the end of the period, from approximately $3.5 million at the beginning of the period. Net cash provided by operating activities during the nine months ended September 30, 2015, consisting primarily of the items described in  Results of Operations, was approximately $71.4 million. This reflects purchases and sales of portfolio investments of approximately $17.1 million and $92.6 million, respectively, as well as purchases and maturities of treasury investments of approximately $225.0
million and $300.0 million, respectively. During the period, net cash used in financing activities was $18.0 million, reflecting net repayments of borrowings under the Credit Facility.
 54    TABLE OF CONTENTS Equity Issuances & Debt Capital Activities There were no sales of our equity or debt securities during the nine months ended September 30, 2015 or for the year ended December 31, 2014. As of September 30, 2015, we had no borrowings under the Credit Facility, and $18 million unused under the Credit Facility. 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)

          

          $

          22.0

          

          

          $

          22.0

          

          

          $

          

          

          

          $

          

          

          

          $

          Convertible Senior Notes

          

          

          69.0

          

          

          

          

          

          

          

          69.0

          

          

          

          

          

          

          

          Credit Facility(2)(3)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Total

          

          $

          91.0

          

          

          $

          22.0

          

          

          $

          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 October 1, 2015 when the United States Treasury Bill matured and the $3.0 million margin deposit which was posted as collateral was returned. (2)

          The total unused amount of the Credit Facility as of September 30, 2015 was $18 million. (3)

          The weighted-average interest rate incurred under the Credit Facility was 6.07% for the nine months ended September 30, 2015. Off-Balance Sheet Arrangements As of September 30, 2015, 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. Distribution Policy 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. Subsequent to quarter end, on November 4, 2015, our board of directors declared a dividend of $2.76 per share payable on December 31, 2015 to stockholders of record at the close of business on November 16, 2015. The dividend will be paid in cash or shares of our common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders will be limited to approximately 50% of the total dividend to be paid to all
stockholders; provided, however, that in no event will we distribute less than 20% of the total dividend in cash. Refer to  Recent Developments below for more information. 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 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
 55    TABLE OF CONTENTS 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 have elected and intend to be taxed as a RIC under Subchapter M of the Code for the 2014 taxable year and subsequent years, 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 also expect to qualify as a RIC for the 2015 tax year and going forward. At the present time, we cannot assure our investors that we will be eligible to elect to be taxed as a RIC for the 2015 taxable year. If we are not treated as a RIC for 2015, we will be taxed as a C corporation under the Code for the 2015 taxable year. See Note 1  Nature of Operations and Significant Accounting Policies  Significant Accounting Policies  U.S. Federal and State Income Taxes and Note 8  Income Taxes to our Condensed Consolidated Financial Statements
for the period ended September 30, 2015 for more information. Borrowings Convertible Senior Notes payable On September 17, 2013, we issued $69 million aggregate principal amount of 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. The Convertible Senior Notes are convertible into shares of our common stock based on an initial conversion rate of 61.5091 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of
approximately $16.26 per share of common stock, and which represents a premium of 58% to the $10.29 per share closing price of our common stock on November 6, 2015. The Convertible Senior Notes are our 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 our subsidiaries. Structurally
junior indicates that creditors of a parent entity are subordinate to creditors of a subsidiary entity with respect to the subsidiarys assets. The terms of the Convertible Senior Notes offering required us to place approximately $10.8 million of the proceeds of the offering in an escrow account with the Trustee to secure the payment of the first six interest payments. We incurred approximately $3.5 million of legal and other costs associated with issuing the Convertible Senior Notes. These costs were deferred and are being amortized over the life of the Convertible Senior Notes. As of September 30, 2015, of the approximately $3.5 million incurred, approximately $2.1 million remains to be amortized. See Note 1  Nature of Operations and Significant Accounting Policies  Summary of Significant Accounting Policies  Deferred Financing Costs and Note 9  Long Term Liabilities to our Condensed Consolidated
Financial Statements for the period ended September 30, 2015 for more information.
 56    TABLE OF CONTENTS Embedded Derivative The Convertible Senior Notes contain an interest make-whole payment provision that allows note holders who convert their notes into common stock prior to September 15, 2016 to receive a number of shares of our common stock calculated at the applicable conversion rate for the principal amount of notes being converted, as well as 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. Refer to Note 9  Long Term Liabilities to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for a detailed discussion of the Convertible Senior Notes and their interest make-whole payment provision. 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% and (ii) 8.0% on amounts drawn. 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 Credit Facility, we are permitted to borrow an amount equal to the lesser of $18 million or 20% of our then-current net asset value. The Credit Facility is secured by all of our property and
assets, except for our assets pledged to secure certain obligations in connection with our 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 us of convertible senior notes on substantially similar terms. As of September 30, 2015, we had no borrowings under the Credit Facility. Refer to Note 9  Long Term Liabilities to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for a detailed discussion of the Credit Facility. Related-Party Transactions We have entered into the Advisory Agreement with GSV Asset Management. Pursuant to the Advisory Agreement, GSV Asset Management will be paid a base annual fee of 2.00% of gross assets, 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, and (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 We have not paid GSV Asset Management any incentive fees since inception under the terms of the Advisory Agreement. However, 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 September 30, 2015 and December 31, 2014. This accrual considers both the hypothetical liquidation of our portfolio described previously, as well as our actual cumulative realized gains and losses since inception. For the three and nine months ended September 30, 2015, we accrued incentive fees of $1,062,535 and $10,839,602, respectively, for financial statement purposes. For the three and nine months ended September 30, 2014, we accrued incentive fees of $3,684,300 and $5,498,585, respectively, for financial statement purposes. Management Fees GSV Asset Management earned $2,063,017 and $5,994,530 in management fees for the three and nine months ended September 30, 2015, respectively. GSV Asset Management earned $1,949,705 and $5,639,564 in management fees for the three and nine months ended September 30, 2014, respectively. As of September 30, 2015, we were owed $205,472 from GSV Asset Management for reimbursement of expenses we paid that were the responsibility of GSV Asset Management. In addition as of September 30, 2015, we owed GSV Asset Management $19,980 for reimbursement of other expenses.
 57    TABLE OF CONTENTS As of December 31, 2014, we were owed $204,825 from GSV Asset Management for reimbursement of expenses we paid that were the responsibility of GSV Asset Management. In addition as of December 31, 2014, we owed GSV Asset Management $23,396 for 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. We reimburse GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement. There were $598,456 and $2,185,888 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2015, respectively. There were $718,896 and $2,557,129 in such costs incurred under the
Administration Agreement for the three and nine months ended September 30, 2014, respectively. In February 2013, Mark Moe, who is the brother of our Chief Executive Officer, Michael Moe, joined NestGSV, Inc. (d/b/a GSV Labs, Inc.), one of our portfolio companies, as a Vice President of Business Development, Global Expansion. On August 26, 2014, Diane Flynn, who is the spouse of our President, Mark Flynn, joined NestGSV, Inc. (d/b/a GSV Labs, Inc.), on a contract basis as Chief Marketing Officer. In February 2015, she became the Chief Marketing Officer on a full-time basis. Ron Johnson, the CEO of Enjoy Technology, Inc., one of our portfolio companies, is the brother-in-law of our President, Mark Flynn. As of September
30, 2015, the fair value of our investments in NestGSV, Inc. and Enjoy Technology, Inc. were $7,102,299 and $5,701,035, respectively. 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 September 30, 2015, GSV Asset Management also managed GSV X Fund, a global long/short absolute return fund, and Coursera@GSV Fund, LP, a special purpose vehicle
comprised of an underlying investment in Coursera stock, and will likely manage one or more private funds in the future. While the investment focus of each of these entities 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 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.
 58    TABLE OF CONTENTS We also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, 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 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 See Note 1  Nature of Operations and Significant Accounting Policies to our Condensed Consolidated Financial Statements for the period ended September 30, 2015, which describes our critical accounting policies and recently issued accounting pronouncements not yet required to be adopted by us. Recent Developments Portfolio Activity From September 30, 2015 through November 9, 2015, we closed on investment purchases of $1,200,000 plus transaction costs as shown in following table. Total Gross Payments include the cost of entering into a portfolio company investment. Refer to Note 1  Nature of Operations and Significant Accounting Policies to our Condensed Consolidated Financial Statements for the period ended September 30, 2015.  Portfolio Company

          

          Industry

          

          Transaction Date

          

          Gross PaymentsGSV Sustainability Partners

          

          

          Clean Technology

          

          

          

          October 1, 2015

          

          

          $

          600,000GSV Sustainability Partners

          

          

          Clean Technology

          

          

          

          November 2, 2015

          

          

          

          600,000Total Gross Payments

          

          

          

          

          

          

          

          

          

          $

          1,200,000
 From September 30, 2015 through November 9, 2015, we sold no investments. We are presently in the final stages of negotiations with respect to several private company investments that we anticipate entering into within the next 30 to 60 days, 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 September 30, 2015 through November 9, 2015, we made no such escrow deposits. Dividends On November 4, 2015, our board of directors declared a dividend of $2.76 per share payable on December 31, 2015 to stockholders of record at the close of business on November 16, 2015. The ex-dividend date, which is the day that our common stock will begin trading without the dividend, is January 4, 2016. The dividend will be paid in cash or shares of our common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders will be limited to approximately 50% of the total dividend to be paid to all stockholders; provided, however, that in no event will we distribute less
than 20% of the total dividend in cash. The remainder of the dividend (approximately 50%) will be paid in the form of shares of our common stock. The number of shares of our common stock to be issued to stockholders receiving all or a portion of the dividend in shares of common stock will be based on the volume weighted-average price per share of our common stock on the Nasdaq Capital Market on December 28, 29 and 30, 2015. This dividend is being made in accordance with certain applicable Treasury regulations and private letter rulings on cash/stock dividends issued by the IRS over the years that allow a publicly traded RIC to satisfy its distribution requirements from a distribution paid partly in common stock provided that at least 20% of the distribution is payable in cash and certain other requirements are satisfied.
 59    TABLE OF CONTENTS Item 3. Quantitative and Qualitative Disclosures about Market Risk We are subject to financial market risks, which could include changes in interest rates, to the extent we utilize leverage with variable rate structures. 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 September 30, 2015, all of our debt investments bore a fixed rate of interest. As of September 30, 2015, 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, due to changes in the prime rate, based on its historical stability. The table below, however, indicates the impact an increase in the prime rate would have on our net investment income. At September 30, 2015 we had no borrowings under the Credit Facility, which allows us to borrow a maximum of $18.0 million. The amount we borrow under the Credit Facility will vary based on our business needs throughout the year. As such, we are not able to forecast our utilization under the Credit Facility and have thus assumed full utilization of the Credit Facility to present the largest impact rising interest rates could have on our net income. The table below shows the impact changes in interest rates could have on our net income, based on our Condensed Consolidated Statement of Assets and Liabilities as of September 30,
2015 (assuming no other changes in our investment and borrowing structure). For the nine months ended September 30, 2015  Basis Point Change

          

          Interest Income

          

          Interest Expense(1)

          

          Net IncomeUp 300 Basis points

          

          

          

          

          

          $

          1,320,000

          

          

          $

          (1,320,000

          )Up 200 Basis points

          

          

          

          

          

          $

          1,200,000

          

          

          $

          (1,200,000

          )Up 100 Basis points

          

          

          

          

          

          $

          1,080,000

          

          

          $

          (1,080,000

          )Down 100 Basis points(2)

          

          

          

          

          

          

          

          

          

          

          Down 200 Basis points(2)

          

          

          

          

          

          

          

          

          

          

          Down 300 Basis points(2)

          

          

          

          

          

          

          

          

          

          

          
  (1)

          Interest expense amounts are calculated assuming $18 million outstanding, with an 8% interest rate and a 360-day year, increased by the number of basis points indicated. For the nine months ended September 30, 2015, we have excluded 30 days of interest expense, as we are obligated under the terms of the Credit Facility to maintain a $0 balance outstanding for one 30-day period each calendar year. (2)

          The Credit Facility, bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% and (ii) 8.0%. As such, the effective minimum interest rate we will incur on borrowings under the Credit Facility is 8%. As the prime rate was at 3.25% as of September 30, 2015, only increases in the prime rate will affect our net income. Item 4. Controls and Procedures As of September 30, 2015, 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 Securities Exchange Act of 1934, as amended (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.
 60    TABLE OF CONTENTS 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 September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings Neither we nor any of our subsidiaries are currently a party to any material pending legal proceedings. From time to time we or our subsidiaries may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations. 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, 2014, and in our quarterly report on Form 10-Q for the period ended June 30, 2015, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K and in our quarterly report on Form 10-Q for the period ended June 30, 2015 are not the only risks facing our company. 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. There have been no material changes during the three months ended September 30, 2015 to the risk factors discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2014, and in our quarterly report on Form 10-Q for the period ended June 30, 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.
 61    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 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.
 62    TABLE OF CONTENTS Schedule 12-14 Schedule of Investments in and Advances to Affiliates (unaudited)  Portfolio Company/Type of Investment*

          

          Amount of Interest, Feesor Dividends Credited in Income

          

          Fair Value at December 31, 2014

          

          Transfers In (Out)

          

          Purchases

          

          Sales

          

          Realized and Unrealized Gains/(Losses)

          

          Fair Value at September 30, 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

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          351,278

          

          

          

          4,690,108Preferred shares, Series B

          

          

          

          

          

          

          4,347,608

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          359,722

          

          

          

          4,707,330Preferred shares, Series A

          

          

          

          

          

          

          391,592

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          134,692

          

          

          

          526,284NestGSV, Inc. (d/b/a GSV Labs, Inc.)Preferred shares, Series D

          

          

          

          

          

          

          1,460,557

          

          

          

          

          

          

          

          3,500,000

          

          

          

          

          

          

          

          8

          

          

          

          4,960,565Preferred shares, Series C

          

          

          

          

          

          

          1,503,832

          

          

          

          

          

          

          

          1,520

          

          

          

          

          

          

          

          (332,162

          )

          

          

          1,173,190Preferred shares, Series A

          

          

          

          

          

          

          440,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          110,375

          

          

          

          550,375Preferred shares, Series B

          

          

          

          

          

          

          265,980

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (18,311

          )

          

          

          247,669Preferred Warrant Series D  $1.33 Strike Price, Expiration Date 10/6/2019

          

          

          

          

          

          

          65,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          80,000

          

          

          

          145,000Common shares

          

          

          

          

          

          

          1,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          17,000

          

          

          

          18,000Preferred warrants, Series C  $1.33 Strike Price, Expiration Date 4/9/2019

          

          

          

          

          

          

          24,375

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (16,875

          )

          

          

          7,500GSV Sustainability PartnersPreferred shares, Class A

          

          

          

          

          

          

          4,850,000

          

          

          

          

          

          

          

          1,100,156

          

          

          

          

          

          

          

          (156

          )

          

          

          5,950,000Common shares

          

          

          

          

          

          

          10,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          10,000Total Control Investments

          

          $

          

          

          

          $

          18,819,335

          

          

          $

          (1,120,561

          )

          

          $

          4,601,676

          

          

          $

          

          

          

          $

          685,571

          

          

          $

          22,986,021Affiliate InvestmentsAlwaysOn, Inc.Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          629,309

          

          

          

          

          

          

          

          

          

          

          

          (74,663

          )

          

          

          554,646Preferred shares, Series A-1

          

          

          

          

          

          

          

          

          

          

          491,252

          

          

          

          320

          

          

          

          

          

          

          

          (44,978

          )

          

          

          446,594Preferred warrants Series A, $1.00 strike price, expire 1/9/2017

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,094

          

          

          

          1,094Whittle 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

          

          

          

          

          

          

          

          295,801

          

          

          

          

          

          

          

          (541,254

          )

          

          

          1,459,553Term Loan, 12%, 09/30/15***

          

          

          (7,587

          )

          

          

          288,114

          

          

          

          

          

          

          

          

          

          

          

          (295,801

          )

          

          

          7,687

          

          

          

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

          

          

          

          

          

          

          165,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (95,000

          )

          

          

          70,000Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021

          

          

          

          

          

          

          58,019

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (38,679

          )

          

          

          19,340Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020

          

          

          

          

          

          

          64,322

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (46,633

          )

          

          

          17,689Preferred warrants, $1.16 Strike Price, Expiration Date 6/26/2021

          

          

          

          

          

          

          12,736

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (8,491

          )

          

          

          4,245
 63    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued)  Portfolio Company/Type of Investment*

          

          Amount of Interest, Feesor Dividends Credited in Income

          

          Fair Value at December 31, 2014

          

          Transfers In (Out)

          

          Purchases

          

          Sales

          

          Realized and Unrealized Gains/(Losses)

          

          Fair Value at September 30, 2015CUX, Inc. (d/b/a CorpU)Convertible preferred shares, Series C

          

          $

          

          

          

          $

          2,292,582

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          (117,181

          )

          

          $

          2,175,401Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(5)

          

          

          59,836

          

          

          

          1,007,671

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          59,836

          

          

          

          1,067,507Convertible preferred shares, Series D

          

          

          

          

          

          

          716,066

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (36,601

          )

          

          

          679,465Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018

          

          

          

          

          

          

          12,508

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (5,578

          )

          

          

          6,930Cricket Media (f/k/a ePals Inc.)**(4)Common shares

          

          

          

          

          

          

          331,126

          

          

          

          (331,126

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Curious.com Inc.Preferred shares, Series B

          

          

          

          

          

          

          9,996,311

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          9,996,311Dailybreak, Inc.Preferred shares, Series A-1

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Preferred shares, Series A-2

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Declara, Inc.Preferred shares, Series A

          

          

          

          

          

          

          10,019,825

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          10,019,825EdSurge, Inc.

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Preferred shares, Series A

          

          

          

          

          

          

          505,328

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (4,527

          )

          

          

          500,801Fullbridge, Inc.Preferred shares, Series D

          

          

          

          

          

          

          3,111,714

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,111,714Preferred shares, Series C

          

          

          

          

          

          

          1,625,001

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,625,001Convertible Promissory Note, 10% Interest rate, March 02, 2016***

          

          

          102,435

          

          

          

          

          

          

          

          

          

          

          

          1,006,624

          

          

          

          

          

          

          

          82,254

          

          

          

          1,088,878Common warrants, $0.91 Strike Price, Expiration Date 2/18/2019

          

          

          

          

          

          

          1,862

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          12,424

          

          

          

          14,286Common warrants, $0.91 Strike Price, Expiration Date 4/3/2019

          

          

          

          

          

          

          824

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          7,418

          

          

          

          8,242Common warrants, $0.91 Strike Price, Expiration Date 3/02/2020

          

          

          

          

          

          

          4,121

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,541

          

          

          

          5,662Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019

          

          

          

          

          

          

          1,923

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,923

          

          

          

          3,846Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020

          

          

          

          

          

          

          7,143

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (3,420

          )

          

          

          3,723Common warrants, $0.91 Strike Price, Expiration Date 10/10/2018

          

          

          

          

          

          

          824

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          824

          

          

          

          1,648Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,648

          

          

          

          1,648Global EducationLearning (Holdings) Ltd.**Preferred shares, Series A

          

          

          

          

          

          

          3,995,221

          

          

          

          

          

          

          

          9,200

          

          

          

          (3,354,594

          )

          

          

          (250,588

          )

          

          

          399,239Learnist Inc. (f/k/a Grockit, Inc.)Preferred shares, Series D

          

          

          

          

          

          

          2,319,014

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (2,131,222

          )

          

          

          187,792Preferred shares, Series E

          

          

          

          

          

          

          1,610,296

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,481,856

          )

          

          

          128,440Preferred shares, Series F

          

          

          

          

          

          

          1,450,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,334,307

          )

          

          

          115,693
 64    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates (unaudited)  (continued)  Portfolio Company/Type of Investment*

          

          Amount of Interest, Feesor Dividends Credited in Income

          

          Fair Value at December 31, 2014

          

          Transfers In (Out)

          

          Purchases

          

          Sales

          

          Realized and Unrealized Gains/(Losses)

          

          Fair Value at September 30, 2015Maven 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

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          290,562

          

          

          

          5,290,561Preferred shares, Series A

          

          

          

          

          

          

          4,165,091

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          242,043

          

          

          

          4,407,134Preferred shares, Series Seed

          

          

          

          

          

          

          1,573,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          154,898

          

          

          

          1,727,898PayNearMe, 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

          )

          

          

          12,373

          

          

          

          1,000,000Totus Solutions, Inc.Convertible Promissory Note 6%, Expiration Date, 4/01/2016***

          

          

          (2,296

          )

          

          

          78,425

          

          

          

          

          

          

          

          760

          

          

          

          (50,000

          )

          

          

          (29,185

          )

          

          

          Preferred shares, Series B

          

          

          

          

          

          

          128,902

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (128,902

          )

          

          

          Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Common Shares

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Total Affiliate Investments

          

          $

          152,388

          

          

          $

          70,172,313

          

          

          $

          789,435

          

          

          $

          5,314,623

          

          

          $

          (3,717,768

          )

          

          $

          (5,693,221

          )

          

          $

          66,865,382
  *

          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 for which the economics are derived from the value of Avenues Global Holdings LLC. (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 September 30, 2015, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its September 30, 2015 closing price. GSV Capital Corp.s Chief Executive Officer, Michael Moe serves on the board of directors for Cricket Media (f/k/a ePals Inc.), 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.
 65    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates  Portfolio Company/Type of Investment*

          

          Amount of Interest, Fees or Dividends Credited in Income

          

          Fair Value at December 31, 2013

          

          Purchases

          

          Sales

          

          Realized and Unrealized Gains/(Losses)

          

          Fair Value at December 31, 2014Control InvestmentsAlwaysOn, Inc.Preferred shares, Series A-1

          

          $

          

          

          

          $

          600,000

          

          

          $

          251,240

          

          

          $

          

          

          

          $

          (359,988

          )

          

          $

          491,252Preferred shares, Series A

          

          

          

          

          

          

          203,011

          

          

          

          

          

          

          

          

          

          

          

          426,298

          

          

          

          629,309Preferred warrants Series A-1, $0.19 strike price, expire 12/31/2014

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

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

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

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

          

          

          

          

          

          

          

          

          

          

          4,000,787

          

          

          

          

          

          

          

          338,043

          

          

          

          4,338,830Preferred shares, Series B

          

          

          

          

          

          

          4,205,142

          

          

          

          

          

          

          

          

          

          

          

          142,466

          

          

          

          4,347,608Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          110,000

          

          

          

          

          

          

          

          281,592

          

          

          

          391,592Preferred Unit Warrants $1.76 Strike Price, Expiration Date 1/6/15

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          NestGSV, Inc. (d/b/a GSV Labs, Inc.)Preferred shares, Series A

          

          

          

          

          

          

          1,188,137

          

          

          

          

          

          

          

          

          

          

          

          (748,137

          )

          

          

          440,000Preferred shares, Series B

          

          

          

          

          

          

          594,068

          

          

          

          

          

          

          

          

          

          

          

          (328,088

          )

          

          

          265,980Preferred shares, Series C

          

          

          

          

          

          

          

          

          

          

          2,005,730

          

          

          

          

          

          

          

          (501,898

          )

          

          

          1,503,832Preferred shares, Series D

          

          

          

          

          

          

          

          

          

          

          1,404,499

          

          

          

          

          

          

          

          56,058

          

          

          

          1,460,557Common shares

          

          

          

          

          

          

          

          

          

          

          1,000

          

          

          

          

          

          

          

          

          

          

          

          1,000Convertible Promissory Note***

          

          

          10,233

          

          

          

          

          

          

          

          500,000

          

          

          

          500,000

          

          

          

          

          

          

          

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

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          24,375

          

          

          

          24,375Preferred Warrant Series D  $1.33 Strike Price, Expiration Date 10/6/2019

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          65,000

          

          

          

          65,000GSV Sustainability PartnersPreferred shares, Class A

          

          

          

          

          

          

          

          

          

          

          4,851,256

          

          

          

          

          

          

          

          (1,256

          )

          

          

          4,850,000Common shares

          

          

          

          

          

          

          

          

          

          

          10,000

          

          

          

          

          

          

          

          

          

          

          

          10,000Total Control Investments

          

          $

          10,233

          

          

          $

          6,790,358

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          18,819,335Affiliate InvestmentsWhittle Schools, LLC(2)Preferred shares, Series B

          

          

          

          

          

          

          3,000,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,000,000Common shares

          

          

          

          

          

          

          1,500,000

          

          

          

          45,363

          

          

          

          

          

          

          

          (45,363

          )

          

          

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

          

          

          

          

          

          

          1,168,847

          

          

          

          507,001

          

          

          

          

          

          

          

          29,158

          

          

          

          1,705,006Term Loan, 12%, 09/30/15***

          

          

          31,423

          

          

          

          250,000

          

          

          

          22,871

          

          

          

          

          

          

          

          15,243

          

          

          

          288,114Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          58,019

          

          

          

          58,019Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020

          

          

          

          

          

          

          64,322

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          64,322Preferred warrants, $1.16 Strike Price, Expiration Date 6/26/2021

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          12,736

          

          

          

          12,736Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017

          

          

          

          

          

          

          150,000

          

          

          

          

          

          

          

          

          

          

          

          15,000

          

          

          

          165,000
 66    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates  (continued)  Portfolio Company/Type of Investment*

          

          Amount of Interest, Fees or Dividends Credited in Income

          

          Fair Value at December 31, 2013

          

          Purchases

          

          Sales

          

          Realized and Unrealized Gains/(Losses)

          

          Fair Value at December 31, 2014CUX, Inc. (d/b/a CorpU)Convertible preferred shares, Series C

          

          $

          

          

          

          $

          

          

          

          $

          2,006,077

          

          

          $

          

          

          

          $

          286,505

          

          

          $

          2,292,582Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(6)

          

          

          7,890

          

          

          

          

          

          

          

          1,000,000

          

          

          

          

          

          

          

          7,671

          

          

          

          1,007,671Convertible preferred shares, Series D

          

          

          

          

          

          

          697,041

          

          

          

          

          

          

          

          

          

          

          

          19,025

          

          

          

          716,066Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          12,508

          

          

          

          12,508Cricket Media (f/k/a ePals Inc.)**(4)Common shares

          

          

          

          

          

          

          1,700,000

          

          

          

          4,199

          

          

          

          

          

          

          

          (1,373,073

          )

          

          

          331,126Curious.com Inc.Preferred shares, Series B

          

          

          

          

          

          

          10,000,003

          

          

          

          

          

          

          

          

          

          

          

          (3,692

          )

          

          

          9,996,311Dailybreak, Inc.Preferred shares, Series A-1

          

          

          

          

          

          

          1,211,393

          

          

          

          

          

          

          

          

          

          

          

          (1,211,393

          )

          

          

          Preferred shares, Series A-2

          

          

          

          

          

          

          

          

          

          

          426,254

          

          

          

          

          

          

          

          (426,254

          )

          

          

          Declara, Inc.Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          9,999,999

          

          

          

          

          

          

          

          19,826

          

          

          

          10,019,825EdSurge, Inc.Preferred shares, Series A

          

          

          

          

          

          

          

          

          

          

          500,801

          

          

          

          

          

          

          

          4,527

          

          

          

          505,328Fullbridge, Inc.Preferred shares, Series C

          

          

          

          

          

          

          3,114,120

          

          

          

          

          

          

          

          

          

          

          

          (1,489,119

          )

          

          

          1,625,001Preferred shares, Series D

          

          

          

          

          

          

          

          

          

          

          2,956,022

          

          

          

          

          

          

          

          155,692

          

          

          

          3,111,714Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020

          

          

          

          

          

          

          126,362

          

          

          

          

          

          

          

          

          

          

          

          (124,500

          )

          

          

          1,862Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          824

          

          

          

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

          

          

          

          

          

          

          

          

          

          

          50,970

          

          

          

          

          

          

          

          (46,849

          )

          

          

          4,121Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019

          

          

          

          

          

          

          

          

          

          

          23,244

          

          

          

          

          

          

          

          (21,321

          )

          

          

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

          

          

          

          

          

          

          

          

          

          

          85,779

          

          

          

          

          

          

          

          (78,636

          )

          

          

          7,143Common warrants, $0.91 Strike Price, Expiration Date 10/09/2018

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          824

          

          

          

          824Convertible Promissory Note, 10% Interest rate, February 16, 2015***

          

          

          80,620

          

          

          

          

          

          

          

          1,813,904

          

          

          

          1,813,904

          

          

          

          

          

          

          

          Term Loan, 10%, 3/31/14***

          

          

          3,336

          

          

          

          

          

          

          

          250,000

          

          

          

          (250,000

          )

          

          

          

          

          

          

          Term Loan, 10%, 3/31/14***

          

          

          3,346

          

          

          

          

          

          

          

          250,000

          

          

          

          (250,000

          )

          

          

          

          

          

          

          Global EducationLearning (Holdings) Ltd.**Preferred shares, Series A

          

          

          

          

          

          

          4,338,009

          

          

          

          98

          

          

          

          

          

          

          

          (342,886

          )

          

          

          3,995,221Learnist Inc. (f/k/a Grockit, Inc.)Preferred shares, Series D

          

          

          

          

          

          

          2,073,472

          

          

          

          

          

          

          

          

          

          

          

          245,542

          

          

          

          2,319,014Preferred shares, Series E

          

          

          

          

          

          

          1,499,999

          

          

          

          

          

          

          

          

          

          

          

          110,297

          

          

          

          1,610,296Preferred shares, Series F

          

          

          

          

          

          

          

          

          

          

          1,450,000

          

          

          

          

          

          

          

          

          

          

          

          1,450,000
 67    TABLE OF CONTENTS Schedule 12-14  Schedule of Investments in and Advances to Affiliates  (continued)  Portfolio Company/Type of Investment*

          

          Amount of Interest, Fees or Dividends Credited in Income

          

          Fair Value at December 31, 2013

          

          Purchases

          

          Sales

          

          Realized and Unrealized Gains/(Losses)

          

          Fair Value at December 31, 2014Maven Research, Inc.Preferred shares, Series C

          

          $

          

          

          

          $

          1,999,998

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          1,999,998Preferred shares, Series B

          

          

          

          

          

          

          249,505

          

          

          

          

          

          

          

          

          

          

          

          186

          

          

          

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

          

          

          

          

          

          

          

          

          

          

          4,999,999

          

          

          

          

          

          

          

          

          

          

          

          4,999,999Preferred shares, Series A

          

          

          

          

          

          

          3,000,000

          

          

          

          200

          

          

          

          

          

          

          

          1,164,891

          

          

          

          4,165,091Preferred shares, Series Seed

          

          

          

          

          

          

          865,000

          

          

          

          

          

          

          

          

          

          

          

          708,000

          

          

          

          1,573,000PayNearMe, Inc.Preferred shares, Series E

          

          

          

          

          

          

          10,000,000

          

          

          

          400

          

          

          

          

          

          

          

          (18,336

          )

          

          

          9,982,064The rSmart Group, Inc.Preferred shares, Series B

          

          

          

          

          

          

          857,302

          

          

          

          

          

          

          

          

          

          

          

          (664,716

          )

          

          

          192,586Strategic Data Command, LLC(3)Common shares

          

          

          

          

          

          

          1,046,830

          

          

          

          

          

          

          

          

          

          

          

          (46,830

          )

          

          

          1,000,000Totus Solutions, Inc.(5)Preferred shares, Series B

          

          

          

          

          

          

          1,001,001

          

          

          

          

          

          

          

          

          

          

          

          (872,099

          )

          

          

          128,902Convertible Promissory Note 6%, Expiration Date, 4/01/2016***

          

          

          3,406

          

          

          

          

          

          

          

          76,430

          

          

          

          

          

          

          

          1,995

          

          

          

          78,425Preferred shares, Series A

          

          

          

          

          

          

          2,173,163

          

          

          

          840

          

          

          

          

          

          

          

          (2,174,003

          )

          

          

          Common Shares

          

          

          

          

          

          

          576,675

          

          

          

          200

          

          

          

          

          

          

          

          (576,875

          )

          

          

          Total Affiliate Investments

          

          $

          130,021

          

          

          $

          52,663,042

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          70,172,313
  *

          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 for which the economics are derived from the value of Avenues Global Holdings LLC. (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. GSV Capital Corp.s shares in Cricket Media (f/k/a ePals Inc.), are subject to a lock-up agreement which expired on February 23, 2014. At December 31, 2014, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its December 31, 2014 closing price less 17.5%. GSV Capital Corp.s Chief Executive Officer, Michael Moe is a Board member of Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law. As such, the Company has applied a 17.5% discount to reflect the aforementioned trading restrictions. (5)

          On November 20, 2014, Totus Solutions, Inc., conducted a 10:1 stock split. (6)

          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., or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015.
 68    TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: November 9, 2015

          

          By:/s/ Michael T. MoeMichael T. Moe Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)Date: November 9, 2015

          

          By:/s/ William F. TanonaWilliam F. Tanona Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
 69