Page 15 of 24 – SEC Filing
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
The Issuer’s
lack of scale as a publicly-traded business development company (“BDC”) results in unsustainable overhead and a share
price that persistently trades at a discount to net asset value. Therefore, the Reporting Persons seek to discuss plans with the
Issuer’s Board of Directors (the “Board”) regarding options to maximize shareholder value.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position, the Reporting Persons’
investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions
with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the
Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations
of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in
Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each person named herein is based upon 20,172,392 Shares outstanding as of August 10, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on August 10, 2017.
| A. | Etude |
| (a) | As of the close of business on September 28, 2017, Etude beneficially owned 53,000 Shares. |
Percentage: Less than
1%
| (b) | 1. Sole power to vote or direct vote: 53,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 53,000 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Etude during the past 60 days are set forth in Schedule B and are incorporated herein by reference. |
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