(N-54C)
April 02 2018 - 06:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-54C
NOTIFICATION
OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO
SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned
business development company hereby notifies the Securities and Exchange Commission that it withdrawals its election to be subject to the provisions of sections 55 through 65 of the Investment Company Act of 1940 (the Act), pursuant to
the provisions of section 54(c) of the Act, and in connection with such notice of withdrawal of election submits the following information:
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Name:
Address of Principal Business Office:
Telephone Number (including area code):
File Number under the
Securities Exchange Act of 1934:
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Medallion Financial Corp.
437
Madison Avenue, 38th Floor
New York, NY 10022
(212)
328-2100
814-00188
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In addition to completing the cover page, a company withdrawing its election under section 54(a) of the Act
must state one of the following bases for filing the notification of withdrawal:
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A.
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The company has never made a public offering of its securities; does not have more than 100 security holders for purposes of section 3(c)(1) of the Act and the rules thereunder; and does not propose to make a public
offering.
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B.
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The company (1) has distributed substantially all of its assets to its security holders and has effected, or is in the process of effecting, a
winding-up
of its affairs, and
(2) is not liquidating as part of a merger.
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C.
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The company has (1) sold substantially all of its assets to another company; or (2) merged into or consolidated with another company. Give the name of the other company and state whether the other company is a
registered investment company, a company excluded from the definition of an investment company by section 3(c)(1) of the Act, a business development company, or none of the above.
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X
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D.
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The company has changed the nature of its business so as to cease to be a business development company, and such change was authorized by the vote of a majority of its outstanding voting securities or partnership interests.
Describe the companys new business. Give the date of the shareholders or partners meeting and the number of votes in favor of and opposed to the change.
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E.
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The company has filed a notice of registration under section 8 of the Act. State the filing date of the companys notice of registration (Form
N-8A)
under the Act.
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F.
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Other. Explain the circumstances surrounding the withdrawal of election.
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Medallion Financial Inc. (the Company) has changed the nature of its business so as to cease to be a
business development company (BDC) and will convert to a
non-investment
company. The Company intends to conduct its activities in such a way that it will be excepted from the definition of an
investment company provided under Section 3(c)(6) of the Act.
In a Special Meeting of Shareholders of the Company held on March 7,
2018, a majority of the Companys outstanding voting securities approved the proposal authorizing the Companys Board of Directors to withdraw the Companys election to be regulated as a BDC. 13,871,152 votes were cast in favor of the
proposal, and 470,880 votes were cast against the proposal. There were 148,855 abstentions, and 0 broker
non-votes.
The Company, together with its wholly-owned subsidiaries, Medallion Capital, Inc. and
Freshstart Venture Capital Corp., operated and were regulated as a single BDC, and the Company is also withdrawing the BDC status of these subsidiaries.
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SIGNATURES
Pursuant to the requirements of the Act, the undersigned company has caused this notification of withdrawal of election to be subject to
sections 55 through 65 of the Act to be duly signed on its behalf in the City of New York and State of New York on the 1st day of April, 2018.
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Medallion Financial Corp.
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By:
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/s/ Alvin
Murstein
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Name:
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Alvin Murstein
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Title:
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Chairman and Chief Executive Officer
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Attest:
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/s/ Larry D.
Hall
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Name:
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Larry D. Hall
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Title:
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Chief Financial Officer
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