EX-4.5




	
	 Exhibit 4.5
  








  
 6.25% SERIES D CUMULATIVE TERM 
 PREFERRED STOCK
DUE 2023 
 6.25% SERIES D CUMULATIVE TERM 

PREFERRED STOCK DUE 2023 
 THIS CERTIFICATE IS TRANSFERABLE 
 IN CANTON, MA,
JERSEY CITY, NJ AND 
 COLLEGE STATION, TX 

Certificate Number 
 ZQ00000002 
 GLADSTONE INVESTMENT CORPORATION

 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

THIS CERTIFIES THAT 
 SPECIMEN 
 ONE 

is the owner of 
 FULLY-PAID AND NON-ASSESSABLE SHARES OF 6.25% SERIES D CUMULATIVE TERM PREFERRED STOCK DUE 2023, 
 PAR VALUE $0.001, OF 
 Gladstone Investment
Corporation (hereinafter called the “Corporation”), transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented
hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Corporation (copies of which are on file with the Corporation and with the Transfer Agent), to
all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
 DATED 21-SEP-2016 
 Countersigned and registered:

 Computershare inc. 
 Transfer agent and registrar. 







 



 
  
 GLADSTONE
INVESTMENT CORPORATION 
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A
SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE
VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CORPORATION, AND THE AUTHORITY OF
THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK
CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

 THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED, CONTAIN CERTAINS RESTRICTIONS ON THE
TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE A FULL STATEMENT REGARDING SUCH RESTRICTIONS WITHOUT CHARGE AND UPON REQUEST. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: o UNIF GIFT MIN ACT - Custodian o.ao.o.7. 
 (Cust) (Minor) under Uniform Gifts to Minors Act coc-c-o -c-c^-o o (state) o o 
 UNIF TRF MIN ACT - Custodian (until aoa._ •..« ® 
 (Cust) oooo o ~ o © 
 under Uniform Transfers
to Minors Act 
 (Minor) 009000 - ««. 

Additional abbreviations may also be used though not in the above list. 

oooooo 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 hereby sell, assign and transfer unto 
 (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
 w u u 

O 
 o o o o 0 o o 
 o o 

o o 0 o 
 oooo 
 oooo 

o o 
 oooo 
 oooooo ¦c c-c-o-a— 

Shares 
 of the Preferred Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises. 
 20 

Signature(s) Guaranteed: Medallion Guarantee Stamp 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers. Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 
 Dated: 
 o o o o o ! 

oooo ) o c > oo 
 oooo 
 3 ‘ 

oooo 
 SECURITY INSTRUCTIONS 
 THIS IS WATERMARKED PAPER,
DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK. 
 The IRS requires that the named
transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1,2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost
basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional
information about cost basis. 
 If you do not keep in contact with the issuer or do not have any activity in
your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state. 
 TEN COM as tenants in common 
 TEN ENT as tenants
by the entireties 
 JT TEN as joint tenants with right of survivorship and not as tenants in common 

age