13D Filing: Wynnefield Capital and Mvc Capital Inc. (MVC)

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Item 1. Security and Issuer.

This Amendment No. 1 amends the Statement
of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”)
on June 1, 2016 (collectively the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D)
with respect to the shares of common stock, $0.01 par value per share (the “Common Stock”) of MVC Capital, Inc., a
Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 287 Bowman Avenue, 2nd
Floor, Purchase, NY 10577.

Item 3. Source and Amount of Funds or
Other Consideration.

Item 3 of the Schedule 13D is hereby amended
and restated as follows:

The securities reported in this Schedule
13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $15,935,340.00
(including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting
Persons who directly beneficially own such securities.

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition
of the following:

 

This Schedule 13D is filed by the Wynnefield Reporting Person
to report acquisitions of shares of the Common Stock which increases its beneficial ownership (as such term is defined under Rule
13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the amounts previously
reported on Schedule 13D previously filed on June 1, 2016.

Item 5. Interest in Securities of the Issuer.

(a), (b) and (c) As
of May 1, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,870,000 shares of Common Stock, constituting
approximately 8.3% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 22,556,412 shares outstanding as of March 13, 2017, as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2017, filed with the Securities and Exchange
Commission (the “Commission”) on March 13, 2017.

The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:

Name Number of Common Stock Percentage of Outstanding Common Stock
Wynnenfield Partners I 662,168  2.9%
Wynnefield Partners 641,636   2.8%
Wynnefield Offshore 526,196  2.3%
Plan   40,000  0.2%

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