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Filing Details

Accession Number:: 0001140361-19-004240
Form Type:: 13D Filing
Publication Date:: 2019-03-01 16:47:55

Filed By:: Venture Lending & Leasing Ix, Llc
Company:: Venture Lending & Leasing Ix Inc.
Filing Date:: 2019-03-01
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Percent of Class
Venture Lending Leasing IX	100,000	100,000	100%
Westech Investment Advisors	0	100,000	0.0%
Venture Lending Leasing IX GP	217	100,000	0.2%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

VENTURE LENDING & LEASING IX, INC.

(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

None

(CUSIP Number)

Martin D. Eng

104 La Mesa Drive, Suite 102

Portola Valley, California 94028

(650) 234-4300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

May 2, 2018

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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), Rule 13d‑1(f) or Rule 13d‑1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Venture Lending & Leasing IX, LLC 82-2040715

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			100,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED
	100,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	100%

14	TYPE OF REPORTING PERSON
	HC, OO

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Westech Investment Advisors, LLC 27-3794054

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED
	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%

14	TYPE OF REPORTING PERSON
	IA, HC

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Venture Lending & Leasing IX GP, LLC 82-2024025

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			217

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED
	217

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%

14	TYPE OF REPORTING PERSON
	HC, OO

1	NAMES OF REPORTING PERSONS:
	Ronald W. Swenson

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF, WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			290

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED
	290

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.3%

14	TYPE OF REPORTING PERSON
	IN, HC

1	NAMES OF REPORTING PERSONS:
	Salvador O. Gutierrez

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF, WC, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			290

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED
	290

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.3%

14	TYPE OF REPORTING PERSON
	IN, HC

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

ITEM 1.

SECURITY AND ISSUER

This statement relates to common shares, $0.001 par value per share, of Venture Lending & Leasing IX, Inc., a Maryland corporation (the “Issuer”), of which 100,000 shares are outstanding (the “Shares”). The principal executive offices of the Issuer are located at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

ITEM 2.

IDENTITY AND BACKGROUND

(a) This Schedule 13D is filed by Venture Lending & Leasing IX, LLC (the “Company”), a Delaware limited liability company, Westech Investment Advisors, LLC, a California limited liability company (“Westech”), Ronald W. Swenson, and Salvador O. Gutierrez. The Company is the sole shareholder of the Issuer. Venture Lending & Leasing IX, GP, LLC, a Delaware limited liability company (“VLL IX GP”), is the managing member of the Company, and Westech is the managing member of VLL IX GP and the investment manager of the Issuer, and each of Messrs. Swenson and Gutierrez owns a controlling interest in VLL IX GP and Westech through the controlling interests he holds in Westech Investment Management, Inc., a California corporation (“WIM”). Pursuant to the Amended and Restated Operating Agreement of the Company (the “Operating Agreement”), the members of the Company have pass-through voting rights such that if any vote or consent is to be cast or given by the Company as the sole shareholder of the Issuer, then Westech must first obtain direction from the members of the Company on how to cast such vote or give such consent on behalf of the Company (such operative provisions are attached hereto as Exhibit 7). The required vote or consent of the members to give such direction parallels the vote or consent required of the shareholders of the Issuer (i.e. if a matter requires the consent of the holders of two-thirds of the outstanding shares of the Issuer, then the vote or consent required of the members of the Company is the approval by the holders of two-thirds or more in interest of the members of the Company).

Each of the Company, Westech, VLL IX GP, and Messrs. Swenson and Gutierrez is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” By virtue of Westech’s position as controlling VLL IX GP in its position as VLL IX GP’s managing member and by reason of the officer and director positions with Westech held each by Messrs. Swenson and Gutierrez, as well as the interests in Westech held by each of Messrs. Swenson and Gutierrez through WIM, the Reporting Persons may be deemed to be members of a Section 13(d) group and are hereby filing a joint Schedule 13D. Each Reporting Person, however, expressly disclaims membership in any group.

The names, business addresses, principal occupations and citizenship of each director, executive officer and controlling shareholder of Westech, other than Messrs. Swenson and Gutierrez, are set forth on Schedule A, which is incorporated herein by this reference.

(b) The principal business and office address of each Reporting Person is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

(c) The principal business of the Company is to acquire and hold all of the Shares. Westech is a registered investment adviser under the Investment Advisers Act of 1940. Mr. Swenson is Chairman of the board of directors of Westech and the Chairman and a director of the Issuer. Mr. Gutierrez is a director and Partner Emeritus of Westech and an advisory director of the Issuer.

(d) No Reporting Person or other person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person or other person listed on Schedule A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Swenson and Gutierrez are both citizens of the United States.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Company purchased all of the 100,000 Shares of the Issuer for $25,000 at a per share price of $0.25 pursuant to a Stock Purchase Agreement, dated as of June 28, 2017. The working capital of the Company was the source of the purchase price. Accordingly, on June 28, 2017 when the Shares of the Issuer were registered and offered at a par value of $0.001, (i) Venture Lending & Leasing IX GP, LLC became a beneficial owner of all of the Shares because of its position as managing member of the Company, (ii) Westech became a beneficial owner of all of the Shares because of its position as managing member of Venture Lending & Leasing IX GP, LLC and as the investment manager of the Issuer and (iii) each of Messrs. Swenson and Gutierrez became a beneficial owner of all of the Shares due to their officer and director positions with Westech and to their controlling ownership, through their respective interests in WIM, of the outstanding voting interests in Westech.

See also Item 5(c) below.

ITEM 4.

PURPOSE OF THE TRANSACTION

The Company was formed to acquire and own all of the Shares. All of the Shares are currently held by the Company. The Issuer is a non-diversified closed-end management investment company which has elected to be treated as a business development company under the Investment Company Act of 1940. The Issuer primarily provides secured debt financing to selected venture capital-backed companies, and secondarily provides debt financing to public and late-stage development private companies. Neither the Shares nor the interests in the Company are traded on a national securities exchange or quoted on an inter-dealer system of a national securities association.

None of the Reporting Persons or any person listed on Schedule A is aware of any plan or proposal which the Reporting Persons or the persons listed on Schedule A may have which relate to or would result in:

(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)	An extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Issuer or any of its subsidiaries;

(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors, or to fill any existing vacancies on the board;

(e)	Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer’s business or corporate structure, including, but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)	Changes in the Issuer’s Articles of Incorporation, Bylaws or instruments corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person;

(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer system of a registered national securities association;

(i)	A class of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j)	Any action similar to any of those enumerated above.

Each of the Reporting Persons and the persons listed on Schedule A expects to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, conditions in the securities markets, general economic and industry conditions and other factors. Accordingly, each Reporting Person and person listed on Schedule A reserves the right to change its plans and intentions at any time, as such person deems appropriate.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

(a) The aggregate percentage of Share of the Issuer reported to be owned by each Reporting Person is based upon 100,000 Shares outstanding. As of the date of this Schedule, the Company owns all of the Shares.

By reason of its position as managing member of the Company, VLL IX GP may also be deemed to be the beneficial owner of all of the Shares. In addition, Westech may be deemed to beneficially own 217 Shares of the Issuer by reason of an interest in the Company owned by VLL IX GP. VLL IX GP disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest in the Company.

By reason of its position as managing member of the Company, managing member of the managing member of the Company, and the investment manager of the Issuer, Westech may also be deemed to be the beneficial owner of all of the Shares. Westech disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest in the Company.

Messrs. Swenson and Gutierrez each own 33.33% of the outstanding voting interests in Westech through their ownership of WIM. By reason of such ownership and their officer and director positions with Westech, Messrs. Swenson and Gutierrez may be deemed to beneficially own all of the Shares. In addition, by reason of his direct and indirect beneficial ownership of interests in the Company, Mr. Swenson may be deemed to beneficially own 290 Shares of the Issuer (217 shares by reason of an interest in the Company owned by a trust for which he serves as trustee and 72 shares by reason of an interest in the Company owned by Venture Lending & Leasing IX, GP, LLC, rounded up to the first decimal point to 290 total shares), constituting 0.3% of the Shares. By reason of his direct and indirect beneficial ownership of interests in the Company, Mr. Gutierrez may be deemed to beneficially own 290 Shares of the Issuer (217 shares by reason of an interest in the Company owned by a trust for which he serves as trustee and 72 shares by reason of an interest in the Company owned by Venture Lending & Leasing IX, GP, LLC, rounded up to the first decimal point to 290 total shares), constituting 0.3% of the Shares. Each of Messrs. Swenson and Gutierrez disclaims beneficial ownership of the Shares except to the extent of his pecuniary interests in the Company, VLL IX, GP and Westech as described herein.

With respect to the persons listed on Schedule A, based on each person’s direct or indirect beneficial ownership of interests in the Company, each of Messrs. Cohan, Eng, Wanek and Werdegar may be deemed to beneficially own 181, 87, 127, and 152 Shares of the Issuer, respectively, constituting 0.18%, 0.09%, 0.13%, and 0.15% of the Shares, respectively. Each of Messrs. Cohan, Eng, Wanek and Werdegar disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest in the Company.

(b) Because its voting power over the Shares is subject to the pass-through voting rights of the members of the Company discussed above in Item 2, the Company shares voting power with the members of the Company with respect to the Shares owned by it. Because Westech, by reason of its position as managing member of the managing member of the Company and investment manager of the Issuer, may also be deemed to have dispositive power with respect to the Shares held by the Company, the Company and Westech have shared dispositive power over the Shares owned by the Company. Due to its interest in the Company, Westech may also be deemed to share voting power with the Company with respect to the 217 Shares of the Issuer owned by Venture Lending & Leasing IX, GP, LLC.

By reason of their officer and director positions with Westech and their respective ownership of outstanding interests in Westech through their ownership of WIM, each of Messrs. Swenson and Gutierrez may be deemed (i) to share dispositive power with the Company with respect to the Shares held by the Company and (ii) to share voting power with the Company with respect to the 217 Shares of the Issuer beneficially owned by Venture Lending & Leasing IX, GP, LLC.

Because of each person’s direct or indirect beneficial ownership of interests in the Company (as more fully described in (a) above), such person may be deemed to share voting power with the Company with respect to the following number of Shares of the Issuer: (i) Mr. Swenson, 290 Shares of the Issuer; (ii) Mr. Gutierrez, 290 Shares of the Issuer; (iii) Mr. Cohan, 181 Shares of the Issuer; (iv) Mr. Eng, 87 Shares of the Issuer; (v) Mr. Wanek, 127 Shares of the Issuer; and (vi) Mr. Werdegar, 152 Shares of the Issuer.

(c) On May 1, 2018, the Company made the first capital call to its members, which closed on May 2, 2018. Based solely on their capital commitments to the Company: (i) VLL IX GP holds an indirect beneficial ownership interest in 217 Shares with a $1,000,000 capital commitment to the Company; (ii) Mr. Swenson holds an indirect beneficial ownership interest in 217 Shares with a $1,000,000 capital commitment to the Company; (iii) Mr. Gutierrez holds an indirect beneficial interest in 217 Shares with a $1,000,000 capital commitment to the Company; (iv) Mr. Cohan holds an indirect beneficial ownership interest in 163 Shares with a $750,000 capital commitment to the Company; (v) Mr. Eng holds an indirect beneficial ownership interest in 87 Shares with a $400,000 capital commitment to the Company; (vi) Mr. Wanek holds an indirect beneficial ownership interest in 109 Shares with a $500,000 capital commitment to the Company; and (vii) Mr. Werdegar holds an indirect beneficial ownership interest in 109 Shares with a $500,000 capital commitment to the Company.

(d) No person other than the Reporting Persons and the members of the Company is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as described in this Schedule 13D, there are no contracts, arrangements or understandings among the Reporting Persons or persons listed on Schedule A, or between the Reporting Persons or persons listed on Schedule A, and any other person, with respect to the Shares of the Issuer.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

1.	Joint Filing Agreement

2.	Power of Attorney of Venture Lending & Leasing IX, LLC

3.	Power of Attorney of Westech Investment Advisors, LLC

4.	Power of Attorney of Venture Lending & Leasing IX, GP, LLC

5.	Power of Attorney of Ronald W. Swenson

6.	Power of Attorney of Salvador O. Gutierrez

7.	Operative Provisions of the Operating Agreement of Venture Lending & Leasing IX, LLC

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 12, 2019

WESTECH INVESTMENT ADVISORS, LLC		VENTURE LENDING & LEASING IX, LLC

By:	/s/ Ronald W. Swenson	By:	Venture Lending & Leasing IX, GP, LLC
	Ronald W. Swenson Chairman of the Board of Directors		Its Managing Member

		By:	/s/ Jay L. Cohan
			Westech Investment Advisors, LLC, The Managing Member of Venture Lending & Leasing IX GP, LLC Jay L. Cohan Vice President

By:	/s/ Salvador O. Gutierrez	By:	/s/ Ronald W. Swenson
	Salvador O. Gutierrez Director		Ronald W. Swenson Chairman and Director

		By:	/s/ Salvador O. Gutierrez
			Salvador O. Gutierrez Director and Partner Emeritus

		VENTURE LENDING & LEASING IX GP, LLC

		By:	/s/ Jay L. Cohan
			Westech Investment Advisors, LLC, Its Managing Member Jay L. Cohan Vice President
	/s/ Ronald W. Swenson
	RONALD W. SWENSON

		By:	/s/ Ronald W. Swenson
			Ronald W. Swenson Chairman and Director
	/s/ Salvador O. Gutierrez
	SALVADOR O. GUTIERREZ

		By:	/s/ Salvador O. Gutierrez
			Salvador O. Gutierrez Director and Partner Emeritus

SCHEDULE A

The following table sets forth the name and present principal occupation of each director, executive officer and control person of Westech Investment Advisors, LLC, other than Messrs. Swenson and Gutierrez. The business address of each such person is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. Each person listed below is a citizen of the United States.

Name	Present Principal Employment

Jay L. Cohan	Vice President and Assistant Secretary

Martin D. Eng	Chief Financial Officer, Chief Compliance Officer, Vice President, Secretary, and Treasurer

David R. Wanek	Vice President

Maurice C. Werdegar	Chief Executive Officer and President

EXHIBIT INDEX

1.	Joint Filing Agreement

2.	Power of Attorney of Venture Lending & Leasing IX, LLC

3.	Power of Attorney of Westech Investment Advisors, LLC

4.	Power of Attorney of Venture Lending & Leasing IX, GP, LLC

5.	Power of Attorney of Ronald W. Swenson

6.	Power of Attorney of Salvador O. Gutierrez

7.	Operative Provisions of the Operating Agreement of Venture Lending & Leasing IX, LLC

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