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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

MVC CAPITAL, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

553829102

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P
I.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

666 Third Avenue, 22^nd
Floor

New York, New York 10017

(212) 541-6222

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 25, 2017

(Date of Event which requires Filing of
this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [     ]

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, 2^nd
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:

WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.

WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee
profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed
to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock
that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the
other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) 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, set forth in the Issuer’s Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 2017 filed with the Commission on March 13, 2017.

The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

The Wynnefield Reporting
Persons have acquired shares of Common Stock during the last 60 days as follows:

(d) and (e). Not Applicable.

SIGNATURE

After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and
correct.