FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRUBAKER TERRY LEE
2. Issuer Name and Ticker or Trading Symbol

GLADSTONE INVESTMENT CORPORATIONDE [ GAIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

1521 WESTPARK DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2016
(Street)

MCLEAN, VA 22102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/12/2016     S    5400   D $8.6711   (1) 232597.99   D  
 
Common Stock   8/12/2016     S    500   D $8.66   9780.8   I   By Spouse  
Common Stock   8/12/2016     S    5400   D $8.672   (1) 4380.8   I   By Spouse  
Common Stock   8/15/2016     S    4380   D $8.7383   (2) 0   I   By Spouce  
Common Stock   8/15/2016     S    18417   D $8.7274   (3) 214180.99   D  
 
Common Stock   8/16/2016     S    15317   D $8.7791   (4) 198863.99   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Price reflected is a weighted-average price for shares sold. The range of sale prices for transactions reported was $8.66 to $8.68 inclusive. The reporting person undertakes to provide to Gladstone Investment Corporation, any security holder of Gladstone Investment Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 2)  Price reflected is a weighted-average price for shares sold. The range of sale prices for transactions reported was $8.69 to $8.75 inclusive. The reporting person undertakes to provide to Gladstone Investment Corporation, any security holder of Gladstone Investment Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 3)  Price reflected is a weighted-average price for shares sold. The range of sale prices for transactions reported was $8.71 to $8.75 inclusive. The reporting person undertakes to provide to Gladstone Investment Corporation, any security holder of Gladstone Investment Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 4)  Price reflected is a weighted-average price for shares sold. The range of sale prices for transactions reported was $8.71 to $8.88 inclusive. The reporting person undertakes to provide to Gladstone Investment Corporation, any security holder of Gladstone Investment Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRUBAKER TERRY LEE
1521 WESTPARK DRIVE
SUITE 100
MCLEAN, VA 22102
X
Chief Operating Officer

Signatures
Michael LiCalsi, Attorney-in-fact 8/16/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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