25290 Federal Register / Vol. 74, No. 100 / Wednesday, May 27, 2009 / Notices 

1Main Street Capital Corporation, et al., 

Investment Company Act Release Nos. 28082 (Dec. 

21, 2007) (notice) and 28120 (Jan 16, 2008) (order). 

MSMF, the GP and the Adviser are each, directly 

or indirectly, wholly owned by the Company. 

2Net share settlement allows the Company to 

deliver only gain shares (i.e., shares of its common 

stock with a fair market value, as the term is 

defined in the Plan, equal to the option spread upon 

exercise) directly to the optionee without the need 

for the optionee to sell shares of the Company’s 

common stock on the open market or borrow cash 

from third parties in order to exercise his or her 

options. 

Description of Respondents: 

Applicants for SBA Financial 

Assistance or other programs. 

Form Number: 912. 

Annual Responses: 142,000. 

Annual Burden: 35,500. 

Jacqueline White, 

Chief, Administrative Information Branch. 

[FR Doc. E9–12273 Filed 5–26–09; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #11707 and #11708] 

North Dakota Disaster Number ND– 

00016 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 4. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for the State of North Dakota 

(FEMA–1829–DR), dated 04/10/2009. 

Incident: Severe Storms and Flooding. 

Incident Period: 03/13/2009 and 

continuing. 

DATES: Effective Date: 05/18/2009. 

Physical Loan Application Deadline 

Date: 08/10/2009. 

EIDL Loan Application Deadline Date: 

01/11/2010. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416 

SUPPLEMENTARY INFORMATION: The notice 

of the President’s major disaster 

declaration for the State of North 

Dakota, dated 04/10/2009 is hereby 

amended to extend the deadline for 

filing applications for physical damages 

as a result of this disaster to 08/10/2009. 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

Roger B. Garland, 

Acting Associate Administrator for Disaster 

Assistance. 

[FR Doc. E9–12266 Filed 5–26–09; 8:45 am] 

BILLING CODE 8025–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28726; File No. 812–13649] 

Main Street Capital Corporation, et al.; 

Notice of Application 

May 19, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 23(c)(3) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from section 

23(c) of the Act. 

SUMMARY OF THE APPLICATION: 

Applicants, Main Street Capital 

Corporation (the ‘‘Company’’), Main 

Street Mezzanine Fund, LP (‘‘MSMF’’), 

Main Street Capital Partners, LLC (the 

‘‘Adviser’’) and Main Street Mezzanine 

Management, LLC (the ‘‘GP’’), request 

an order to amend a prior order (the 

‘‘Prior Order’’) that permits the 

Company to issue restricted shares of its 

common stock (‘‘Restricted Stock’’) 

under the terms of its employee and 

director compensation plan, the Main 

Street Capital Corporation 2008 Equity 

Incentive Plan (the ‘‘Plan’’).1 Applicants 

seek to amend the Prior Order in order 

to permit the Company, pursuant to the 

Plan, to engage in certain transactions 

that may constitute purchases by the 

Company of its own securities within 

the meaning of section 23(c) of the Act. 

Filing Dates: The application was 

filed on April 3, 2009 and amended on 

May 13, 2009 and May 18, 2009. 

Hearing or Notification of Hearing: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on June 15, 2009, and 

should be accompanied by proof of 

service on applicant, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants, c/o Jason B. Beauvais, 

General Counsel, Main Street Capital 

Corporation, 1300 Post Oak Boulevard, 

Suite 800, Houston, TX 77056. 

FOR FURTHER INFORMATION CONTACT: Jaea 

F. Hahn, Senior Counsel, at (202) 551– 

6870, or Janet M. Grossnickle, Assistant 

Director, at (202) 551–6821, (Division of 

Investment Management, Office of 

Investment Company Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Company is an internally 

managed, non-diversified, closed-end 

investment company that has elected to 

be regulated as a business development 

company (‘‘BDC’’) under the Act. The 

Company is currently permitted to issue 

shares of Restricted Stock under the 

terms of its Plan in reliance on the Prior 

Order. Applicants seek to amend the 

Prior Order in order to permit the 

Company, pursuant to the Plan, to 

withhold shares of the Company’s 

common stock or purchase shares of the 

Company’s common stock from 

executive officers or employees 

(‘‘Participants’’) to satisfy tax 

withholding obligations related to the 

vesting of Restricted Stock or the 

exercise of stock options that were or 

will be granted pursuant to the Plan. In 

addition, the Company seeks to amend 

the Prior Order to permit Participants to 

pay the exercise price of options that 

were or will be granted to them 

pursuant to the Plan with shares of the 

Company’s common stock already held 

by them or pursuant to a net share 

settlement feature.2 The Applicants will 

continue to comply with all of the terms 

and conditions of the Prior Order. 

2. The Plan authorizes the issuance to 

Participants of shares of Restricted 

Stock and options to purchase shares of 

the Company’s common stock, subject 

to certain forfeiture restrictions. On the 

date Restricted Stock vests, shares of the 

Restricted Stock are released to the 

Participant and are available for sale or 


erowe on PROD1PC63 with NOTICES
Federal Register / Vol. 74, No. 100 / Wednesday, May 27, 2009 / Notices 25291 

3 During the restriction period (i.e., prior to the 

lapse of the forfeiture restrictions), the Restricted 

Stock may not be sold, transferred, hypothecated, 

margined, or otherwise encumbered by the 

Participant. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b-4. 

3See Securities Exchange Act Release No. 59650 

(March 30, 2009), 74 FR 15545. 

4See Securities Exchange Act Release No. 59064 

(December 5, 2008), 73 FR 76082 (December 15, 

2008) (order approving SR–NYSE–2008–91) 

(‘‘Release No. 34–59064’’). 

5 17 CFR 240.19b–4(f)(6). 

6See Securities Exchange Act Release No. 59453 

(February 25, 2009), 74 FR 9463 (March 4, 2009) 

(SR–NYSEArca–2009–09) (‘‘Release No. 34– 

59453’’). 

transfer and the value of the vesting 

shares is deemed to be compensation for 

a Participant.3 As discussed more fully 

in the application, certain exercises of 

options result in a Participant being 

deemed to have received compensation 

in the amount by which the fair market 

value of the shares of the Company’s 

common stock, determined as of the 

date of exercise, exceeds the exercise 

price. Applicants state that any 

compensation income recognized by a 

Participant generally is subject to 

federal withholding for income and 

employment tax purposes. Accordingly, 

arrangements must be made to satisfy 

the necessary withholding tax 

obligations. 

3. The Company’s stockholders 

approved the terms and provisions of 

the Plan on June 17, 2008. The Plan 

explicitly permits the Company to 

withhold shares of the Company’s 

common stock or purchase shares of the 

Company’s common stock from the 

Participants to satisfy tax withholding 

obligations related to the vesting of 

Restricted Stock or the exercise of 

options granted pursuant to the Plan. 

The Plan further provides that 

Participants may pay the exercise price 

of options to purchase shares of the 

Company’s stock with shares of the 

Company’s stock already held by such 

Participants or pursuant to net share 

settlement. 

Applicants’ Legal Analysis 

1. Section 23(c) of the Act, which is 

made applicable to BDCs by section 63 

of the Act, generally prohibits a BDC 

from purchasing any securities of which 

it is the issuer except in the open 

market, pursuant to tender offers or 

under other circumstances as the 

Commission may permit to ensure that 

the purchase is made on a basis that 

does not unfairly discriminate against 

any holders of the class or classes of 

securities to be purchased. Applicants 

state that the withholding or purchase of 

shares of Restricted Stock and common 

stock in payment of applicable 

withholding tax obligations or of 

common stock in payment for the 

exercise price of a stock option might be 

deemed to be purchases by the 

Company of its own securities within 

the meaning of section 23(c) and 

therefore prohibited by the Act. 

2. Section 23(c)(3) provides that the 

Commission may issue an order that 

would permit a BDC to repurchase its 

shares in circumstances in which the 

repurchase is made in a manner or on 

a basis that does not unfairly 

discriminate against any holders of the 

class or classes of securities to be 

purchased. Applicants believe that the 

requested relief meets the standards of 

section 23(c)(3). 

3. Applicants state that these 

purchases will be made on a basis 

which does not unfairly discriminate 

against the stockholders of the Company 

because all purchases of the Company’s 

stock will be at the closing price of the 

common stock on the NASDAQ Global 

Select Market (or any primary exchange 

on which the shares are traded) on the 

relevant date (i.e., the public market 

price on the date the Restricted Stock 

vests or the date of the exercise of any 

options). Applicants further state that 

no transactions will be conducted 

pursuant to the requested order on days 

where there are no reported market 

transactions involving the Company’s 

shares. Applicants submit that because 

all transactions would take place at the 

public market price for the Company’s 

common stock, the transactions would 

not be significantly different than could 

be achieved by any stockholder selling 

in a market transaction. 

4. Applicants submit that the 

proposed purchases do not raise 

concerns about preferential treatment of 

the Company’s insiders because the 

Plan is a bona fide compensation plan 

of the type that is common among 

corporations generally. Further, the 

vesting schedule is determined at the 

time of the initial grant of the Restricted 

Stock while the option exercise price is 

determined at the time of the initial 

grant of the options. Applicants 

represent that all purchases will be 

made only as permitted by the Plan, 

which was approved by the Company’s 

stockholders. Applicants argue that 

granting the requested relief would be 

consistent with precedent and the 

Commission’s recognition of the 

important role that equity compensation 

can play in attracting and retaining 

qualified personnel with respect to 

certain types of investment companies, 

including BDCs. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–12219 Filed 5–26–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59937; File No. SR– 

NYSEArca–2009–24] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving Proposed 

Rule Change To Adopt a Policy With 

Respect to the Treatment of Aberrant 

Trades 

May 18, 2009. 

I. Introduction 

On March 18, 2009, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b-4 thereunder,2 a proposed rule 

change to adopt a policy relating to its 

treatment of trade reports that it 

determines to be inconsistent with the 

prevailing market and to make such 

policy retroactive to January 1, 2008. 

The proposed rule change was 

published for comment in the Federal 

Register on April 6, 2009.3 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

Trades in listed securities 

occasionally occur at prices that deviate 

from prevailing market prices and those 

trades sometimes establish a high, low 

or last sale price for a security that does 

not reflect the true market for the 

security. The Exchange seeks to address 

such instances of ‘‘aberrant’’ trades by 

adopting a policy that is substantially 

similar to a policy of the New York 

Stock Exchange (‘‘NYSE’’).4 On 

February 9, 2009, the Exchange also 

filed a proposed rule change, which it 

designated as eligible for immediate 

effectiveness pursuant to Rule 19b– 

4(f)(6) under the Act,5 to adopt a policy 

relating to the Exchange’s treatment of 

trade reports that it determines to be 

inconsistent with the prevailing 

market.6 The policy proposed in the 

instant rule change is identical to the 

policy set forth in Release No. 34– 

59453, except that the instant proposal 


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