SuRo Capital (SSSS) 10-Q 2015 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

              FOR THE QUARTERLY PERIOD ENDED September 30, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-00852

 

GSV Capital Corp.

(Exact name of registrant as specified in its charter)

 

Maryland	27-4443543
(State of incorporation)	(I.R.S. Employer Identification No.)

2925 Woodside Road Woodside, CA	94062
(Address of principal executive offices)	(Zip Code)

(650) 235-4769

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesx Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero	Accelerated filerx
Non-accelerated filero (do not check if a smaller reporting company)	Smaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso Nox

The number of shares of the issuer’s Common Stock, $0.01 par value, outstanding as of November 9, 2015 was 19,320,100.

GSV CAPITAL CORP.
 
TABLE OF CONTENTS

	PAGE
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements		1
Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2015 (unaudited) and December 31, 2014		1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)		2
Condensed Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2015 and 2014 (unaudited)		3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		4
Condensed Consolidated Schedule of Investments as of September 30, 2015 (unaudited)		6
Condensed Consolidated Schedule of Investments as of December 31, 2014		13
Notes to the Condensed Consolidated Financial Statements as of September 30, 2015 (unaudited)		20
Note 1 — Nature of Operations and Significant Accounting Policies		20
Note 2 — Related-Party Arrangements		28
Note 3 — Investments at Fair Value		30
Note 4 — Equity Offerings and Related Expenses		37
Note 5 — Net Increase in Net Assets Resulting from Operations per Common Share — Basic and Diluted		37
Note 6 — Commitments and Contingencies		38
Note 7 — Financial Highlights		38
Note 8 — Income Taxes		39
Note 9 — Long Term Liabilities		41
Note 10 — Subsequent Events		43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Forward-Looking Statements		44
Overview		45
Investments — (Portfolio Activity)		45
Results of Operations		47
Liquidity and Capital Resources		54
Equity Issuances & Debt Capital Activities		55
Contractual Obligations		55
Off-Balance Sheet Arrangements		55
Distribution Policy		55
Borrowings		56
Related-Party Transactions		57

i

	PAGE
Critical Accounting Policies		59
Recent Developments		59
Item 3. Quantitative and Qualitative Disclosures About Market Risk		60
Item 4. Controls and Procedures		60
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		61
Item 1A. Risk Factors		61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		61
Item 3. Defaults Upon Senior Securities		61
Item 4. Mine Safety Disclosure		61
Item 5. Other Information		61
Item 6. Exhibits		62
Schedules of Investments in and Advances to Affiliates (Schedules 12-14) as of September 30, 2015 (unaudited) and December 31, 2014		63
Signatures		69

ii

Item 1. Financial Statements

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Investments at fair value:
Investments in controlled securities (cost of $20,631,912 and $17,933,651 respectively)(1)	$	22,986,021		$	18,819,335
Investments in affiliated securities (cost of $71,650,488 and $80,760,208 respectively)(1)		66,865,382			70,172,313
Investments in non-controlled/non-affiliated securities (cost of $187,578,628 and $202,417,830 respectively)		259,938,971			281,992,669
Investments in treasury bill (cost of $25,000,604 and $100,001,692 respectively)		25,000,604			100,000,056
Investments owned and pledged (amortized cost of $3,669,246 and $7,286,332 respectively)(2)		3,680,616			7,298,042
Total Investments (cost of $308,530,878 and $408,399,713 respectively)		378,471,594			478,282,415
Cash		56,844,097			3,472,880
Restricted cash		52,931			48,889
Due from:
GSV Asset Management(1)		205,472			204,825
Portfolio companies(1)		60,371			85,356
Interest and dividends receivable		128,747			26,671
Prepaid expenses and other assets		346,985			596,926
Deferred financing costs		2,299,565			2,928,134
Total Assets		438,409,762			485,646,096
LIABILITIES
Due to:
GSV Asset Management(1)		19,980			23,396
Accounts payable and accrued expenses		67,863			292,950
Accrued incentive fees(1)		24,977,501			14,137,899
Accrued management fees(1)		687,672			641,276
Accrued interest payable		150,938			1,139,458
Payable for securities purchased		22,000,596			90,001,692
Current taxes payable		31,801			134,733
Deferred tax liability		9,408,847			6,907,666
Line of credit payable		—			18,000,000
Convertible Senior Notes embedded derivative liability		—			1,000
Convertible Senior Notes payable 5.25% due September 15, 2018		68,562,077			68,462,353
Total Liabilities		125,907,275			199,742,423
Commitments and contingencies (Note 6)
Net Assets	$	312,502,487		$	285,903,673
NET ASSETS
Common stock, par value $0.01 per share (100,000,000 authorized; 19,320,100 issued and outstanding)	$	193,201		$	193,201
Paid-in capital in excess of par		275,837,514			275,837,514
Accumulated net investment loss		(75,941,010	)		(31,972,292	)
Accumulated net realized gains on investments		54,984,417			496,782
Accumulated net unrealized appreciation of investments		57,428,365			41,348,468
Net Assets	$	312,502,487		$	285,903,673
Net Asset Value Per Share	$	16.17		$	14.80

(1) This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.

(2) Refer to “Note 9 — Long Term Liabilities.” In accordance with the terms of the Company’s Convertible Senior Notes payable, the Company deposited $10,867,500 in an escrow account with U.S. Bank National Association, the trustee. These funds were used to purchase six U.S. Treasury Strips with an original cost of $10,845,236. As of September 30, 2015, four of the government securities purchased had matured and the proceeds were used by the trustee in accordance with the terms of the escrow agreement. At September 30, 2015, the remaining government securities are shown on the Condensed Consolidated Statements of Assets and Liabilities as “Investments owned and pledged” with an amortized cost of $3,669,246.

 
 
See notes to the Condensed Consolidated Financial Statements

1

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
INVESTMENT INCOME
Interest income from controlled securities(1)	$	—		$	4,083		$	—		$	9,816
Interest income from affiliated securities(1)		31,992			9,294			152,388			112,747
Interest income from non-controlled/non-affiliated securities		7,371			8,594			23,109			36,369
Dividend income from non-controlled/non-affiliated securities		—			—			46,781			887
Total Investment Income		39,363			21,971			222,278			159,819
OPERATING EXPENSES
Management fees(1)		2,063,017			1,949,705			5,994,530			5,639,564
Incentive fees(1)		1,062,535			3,684,300			10,839,602			5,498,585
Costs incurred under Administration Agreement(1)		598,456			718,896			2,185,888			2,557,129
Directors’ fees		94,620			65,000			287,426			195,000
Professional fees		265,429			442,683			1,001,401			1,301,777
Interest and credit facility expense		1,183,833			1,442,063			3,781,419			4,155,759
Income tax expense		852,970			—			852,970			—
Other expenses		118,417			115,922			382,895			434,849
Gain on fair value adjustment for embedded derivative		—			(147,000	)		(1,000	)		(787,000	)
Total Operating Expenses		6,239,277			8,271,569			25,325,131			18,995,663
(Provision)/Benefit for taxes on net investment loss(2)		(26,583,935	)		3,368,311			(18,865,865	)		7,740,594
Net Investment Loss		(32,783,849	)		(4,881,287	)		(43,968,718	)		(11,095,250	)
Net Realized Gains (Losses):
From affiliated securities		(10,170,567	)		—			(10,161,030	)		10,419
From non-controlled/non-affiliated securities		37,460,383			17,160,816			64,305,863			17,832,576
Net Realized Gains (Losses) on investments		27,289,816			17,160,816			54,144,833			17,842,995
(Provision)/Benefit for taxes on net realized gains on investments(2)		11,307,706			(7,006,762	)		342,802			(7,285,295	)
Net Change in Unrealized Appreciation (Depreciation) of investments:
From controlled securities		719,143			46,029			685,571			(367,942	)
From affiliated securities		5,124,897			(3,783,766	)		4,467,809			(7,650,194	)
From non-controlled/non-affiliated securities		(27,825,708	)		4,998,420			(5,095,366	)		17,677,865
Net Change in Unrealized Appreciation (Depreciation) of investments		(21,981,668	)		1,260,683			58,014			9,659,729
(Provision)/Benefit for taxes on unrealized appreciation/depreciation of investments(2)		25,020,686			(514,737	)		16,021,883			(3,944,068	)
Net Increase in Net Assets Resulting from Operations	$	8,852,691		$	6,018,713		$	26,598,814		$	5,178,111
Net Increase in Net Assets Resulting from Operations per Common Share
Basic	$	0.45		$	0.31		$	1.37		$	0.27
Diluted(3)	$	0.42		$	0.30		$	1.27		$	0.27
Weighted-Average Common Shares Outstanding
Basic		19,320,100			19,320,100			19,320,100			19,320,100
Diluted(3)		23,564,228			23,564,228			23,564,228			19,320,100

(1) This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.

(2) Due to the Company’s change in tax status to a regulated investment company (“RIC”) from a C Corporation, the associated accrued benefits and provisions from previous periods were reversed, resulting in a provision for net investment loss, a benefit for net realized gains, and a benefit for unrealized appreciation of investments for the three and nine months ended September 30, 2015. Refer to “Note 8 — Income Taxes” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” for further detail.

(3) For the nine months ended September 30, 2014, 4,244,128 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive. Refer to “Note 5 — Net Increase in Net Assets Resulting from Operations per Common Share — Basic and Diluted” for further detail.

 
 
See notes to the Condensed Consolidated Financial Statements

2

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)

	Nine months ended September 30, 2015			Nine months ended September 30, 2014
Net Increase in Net Assets Resulting from Operations
Net Investment Loss	$	(43,968,718	)	$	(11,095,250	)
Net Realized Gains on Investments		54,144,833			17,842,995
(Provision)/Benefit for Taxes on Net Realized Gains on Investments		342,802			(7,285,295	)
Net Change in Unrealized Appreciation of investments		58,014			9,659,729
(Provision)/Benefit for Taxes on Unrealized Appreciation of Investments		16,021,883			(3,944,068	)
Net Increase in Net Assets Resulting from Operations		26,598,814			5,178,111
Total Increase in Net Assets		26,598,814			5,178,111
Net Assets at Beginning of Period		285,903,673			287,966,444
Net Assets at End of Period	$	312,502,487		$	293,144,555
Capital Share Activity
Shares Issued		—			—
Shares Outstanding at Beginning of Period		19,320,100			19,320,100
Shares Outstanding at End of Period		19,320,100			19,320,100

 
 
See notes to the Condensed Consolidated Financial Statements

3

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine months ended September 30, 2015			Nine months ended September 30, 2014
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	26,598,814		$	5,178,111
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized gains on investments		(54,144,833	)		(17,842,995	)
Net change in unrealized appreciation of investments		(58,014	)		(9,659,729	)
Gain on fair value adjustment for embedded derivative		(1,000	)		(787,000	)
Deferred tax liability		2,501,181			3,488,769
Amortization of discount on Convertible Senior Notes		99,724			—
Amortization of deferred financing costs		628,569			777,838
Amortization of fixed income security premiums and discounts		(58,030	)		(41,426	)
Change in restricted cash		(4,042	)		(26,625	)
Non-cash dividend income		(46,781	)		—
Write-off of deferred offering costs		—			277,977
Purchases of investments in:
Portfolio investments		(17,146,659	)		(45,852,034	)
United States treasury bills		(225,015,507	)		(260,002,734	)
Proceeds from sales or maturity of investments in:
Portfolio investments		92,641,645			62,502,968
Treasuries strips		3,639,000			3,603,708
United States treasury bills		300,000,000			160,001,251
Change in operating assets and liabilities:
Due from GSV Capital Service Company, LLC(1)		—			(15,795	)
Due from GSV Asset Management(1)		(647	)		—
Due from portfolio companies(1)		24,985			45,304
Prepaid expenses and other assets		249,941			(157,751	)
Interest and dividends receivable		(102,076	)		18,198
Due to GSV Asset Management(1)		(3,416	)		(515,080	)
Payable for securities purchased		(68,001,096	)		94,001,484
Accounts payable and accrued expenses		(225,087	)		(280,263	)
Accrued incentive fees(1)		10,839,602			5,498,585
Accrued management fees(1)		46,396			—
Accrued interest payable		(988,520	)		(821,308	)
Current taxes payable		(102,932	)		—
Net Cash Provided by (Used in) Operating Activities		71,371,217			(608,547	)
Cash Flows from Financing Activities
Borrowings under credit facility		6,000,000			18,000,000
Repayments under credit facility		(24,000,000	)		(18,000,000	)
Deferred offering costs		—			(93,267	)
Net Cash Used in Financing Activities		(18,000,000	)		(93,267	)
Total Increase (Decrease) in Cash Balance		53,371,217			(701,814	)
Cash Balance at Beginning of Period		3,472,880			7,219,203
Cash Balance at End of Period	$	56,844,097		$	6,517,389

 
 
See notes to the Condensed Consolidated Financial Statements

4

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (continued)
(Unaudited)

	Nine months ended September 30, 2015		Nine months ended September 30, 2014
Supplemental Information:
Interest Paid	$	4,769,939	$	4,977,067
Taxes Paid	$	852,970	$	—
Non-Cash Operating Items
Transactions in Portfolio Company Investments
Convertible notes converted to preferred shares	$	295,801	$	3,064,135
Structured notes converted to convertible notes		609,683		—
Term loan converted to preferred shares		—		503,851
Preferred shares converted to common shares		—		1,273,125
Common shares converted to preferred shares		—		2,006,077
Common membership interest converted to preferred shares		—		500,000

(1) This balance is a related-party transaction. Refer to “Note 2 — Related-Party Arrangements” for more detail.

 
 
See notes to the Condensed Consolidated Financial Statements

5

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2015
(Unaudited)

Portfolio Investments*	Headquarters/Industry		Shares/Principal		Cost		Fair Value		% of Net Assets
Palantir Technologies, Inc.
Common shares, Class A		Palo Alto, CA Data Analysis		5,773,690	$	16,191,055	$	51,322,812		16.42	%
Preferred shares, Series G				326,797		1,008,968		3,286,380		1.05	%
Total						17,200,023		54,609,192		17.47	%
Dropbox, Inc.
Common shares		San Francisco, CA Online Storage		760,000		8,641,153		14,482,773		4.63	%
Preferred shares, Series A-1				552,486		5,015,773		10,530,499		3.37	%
Total						13,656,926		25,013,272		8.00	%
Twitter, Inc.**
Common shares		San Francisco, CA Social Communication		800,600		14,271,866		21,568,164		6.90	%
Coursera, Inc.
Preferred shares, Series B		Mountain View, CA Online Education		2,961,399		14,519,519		14,446,747		4.62	%
Solexel, Inc.
Preferred shares, Series C		Milpitas, CA Solar Power		5,300,158		11,598,648		11,607,346		3.71	%
Preferred shares, Series D				1,613,413		2,420,631		2,420,120		0.77	%
Total						14,019,279		14,027,466		4.48	%
PayNearMe, Inc.(1)
Preferred shares, Series E		Sunnyvale, CA Cash Payment Network		5,480,348		14,000,398		13,974,887		4.47	%
Avenues Global Holdings, LLC(3)
Preferred shares, Junior Preferred Stock		New York, NY Globally-focused Private School		10,014,270		10,151,854		12,141,120		3.89	%
Lyft, Inc.
Preferred shares, Series D		San Francisco, CA Peer to Peer Ridesharing		493,490		5,003,631		9,273,828		2.97	%
Preferred shares, Series E				128,563		2,503,585		2,677,010		0.85	%
Total						7,507,216		11,950,838		3.82	%
Dataminr, Inc.
Preferred shares, Series B		New York, NY Social Media Analytics		904,977		2,063,356		8,909,182		2.85	%
Preferred shares, Series C				301,369		1,100,909		2,966,872		0.95	%
Total						3,164,265		11,876,054		3.80	%
JAMF Holdings, Inc.
Preferred shares, Series B		Minneapolis, MN Mobile Device Management		73,440		9,999,928		11,583,628		3.71	%
General Assembly Space, Inc.
Preferred shares, Series C		New York, NY Online Education		126,552		2,999,978		5,765,799		1.85	%
Common shares				133,213		2,999,983		5,755,573		1.84	%
Total						5,999,961		11,521,372		3.69	%

 
 
See notes to the Condensed Consolidated Financial Statements

6

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
September 30, 2015
(Unaudited)

Portfolio Investments*	Headquarters/Industry		Shares/Principal		Cost		Fair Value		% of Net Assets
Ozy Media, Inc.(1)
Preferred shares, Series B		Mountain View, CA Daily News and Information Site		922,509	$	4,999,999	$	5,290,561		1.69	%
Preferred shares, Series A				1,090,909		3,000,200		4,407,134		1.42	%
Preferred shares, Series Seed				500,000		500,000		1,727,898		0.55	%
Total						8,500,199		11,425,593		3.66	%
SugarCRM, Inc.
Common shares		Cupertino, CA Customer Relationship Manager		1,524,799		5,476,662		8,215,922		2.63	%
Preferred shares, Series E				373,134		1,500,522		2,165,222		0.69	%
Total						6,977,184		10,381,144		3.32	%
Declara, Inc.(1)
Preferred shares, Series A		Palo Alto, CA Social Cognitive Learning		5,358,195		9,999,999		10,019,825		3.21	%
Curious.com Inc.(1)
Preferred shares, Series B		Menlo Park, CA Online Education		2,839,861		10,000,003		9,996,311		3.20	%
StormWind, LLC(2)(5)
Preferred shares, Series B		Scottsdale, AZ Interactive Learning		3,279,629		2,019,687		4,707,330		1.51	%
Preferred shares, Series C				2,779,134		4,000,787		4,690,108		1.50	%
Preferred shares, Series A				366,666		110,000		526,284		0.17	%
Total						6,130,474		9,923,722		3.18	%
Chegg, Inc.**
Common shares		Santa Clara, CA Textbook Rental		1,182,792		14,022,863		8,527,930		2.73	%
Spotify Technology S.A.**
Common shares		Stockholm, Sweden Music Streaming Service		3,658		3,598,472		8,158,224		2.61	%
Lytro, Inc.
Preferred shares, Series C-1		Mountain View, CA Consumer Electronics		2,533,784		7,500,241		7,500,001		2.40	%
NestGSV, Inc. (d/b/a GSV Labs, Inc.)(2)
Preferred shares, Series D		Redwood City, CA Incubator		3,720,424		4,904,498		4,960,565		1.59	%
Preferred shares, Series C				1,561,625		2,007,250		1,173,190		0.37	%
Preferred shares, Series A				1,000,000		1,021,778		550,375		0.18	%
Preferred shares, Series B				450,000		605,500		247,669		0.07	%
Preferred warrants, Series D – $1.33 Strike Price, Expiration Date 10/6/2019				500,000		—		145,000		0.05	%
Common shares				200,000		1,000		18,000		0.01	%
Preferred warrants, Series C – $1.33 Strike Price, Expiration Date 4/9/2019				187,500		—		7,500		0.00	%
Total						8,540,026		7,102,299		2.27%

 
 
See notes to the Condensed Consolidated Financial Statements

7

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
September 30, 2015
(Unaudited)

Portfolio Investments*	Headquarters/Industry		Shares/Principal		Cost		Fair Value		% of Net Assets
GSV Sustainability Partners(2)
Preferred shares, Class A		Woodside, CA Clean Technology		11,900,000	$	5,951,412	$	5,950,000		1.90	%
Common shares				100,000		10,000		10,000		0.00	%
Total						5,961,412		5,960,000		1.90	%
Fullbridge, Inc.(1)
Preferred shares, Series D		Cambridge, MA Business Education		1,655,167		2,956,022		3,111,714		1.00	%
Preferred shares, Series C				1,728,724		3,193,444		1,625,001		0.52	%
Convertible Promissory Note 10% Due 03/02/16***			$	1,030,507		1,006,624		1,088,878		0.36	%
Common Warrants – Strike Price $0.91, Expiration Date 2/18/2019				714,286		90,242		14,286		0.00	%
Common Warrants – Strike Price $0.91, Expiration Date 4/03/2019				412,088		52,063		8,242		0.00	%
Common Warrants – Strike Price $0.91, Expiration Date 3/02/2020				283,106		35,767		5,662		0.00	%
Common Warrants – Strike Price $0.91, Expiration Date 5/16/2019				192,308		24,296		3,846		0.00	%
Common Warrants – Strike Price $0.91, Expiration Date 3/22/2020				186,170		23,521		3,723		0.00	%
Common Warrants – Strike Price $0.91, Expiration Date 10/10/2018				82,418		10,412		1,648		0.00	%
Common Warrants – Strike Price $0.91, Expiration Date 12/11/2018				82,418		10,413		1,648		0.00	%
Total						7,402,804		5,864,648		1.88	%
Enjoy Technology, Inc.
Preferred shares, Series B		Menlo Park, CA Online Shopping		1,681,520		4,000,280		4,000,000		1.28	%
Preferred shares, Series A				879,198		1,002,440		1,701,035		0.54	%
Total						5,002,720		5,701,035		1.82	%
Knewton, Inc.
Preferred shares, Series E		New York, NY Online Education		375,985		4,999,999		5,000,601		1.60	%
Course Hero, Inc.
Preferred shares, Series A		Redwood City, CA Online Education		2,145,509		5,000,001		5,000,001		1.60	%
Whittle Schools, LLC(1)(4)
Preferred shares, Series B		New York, NY Globally-focused Private School		3,000,000		3,000,000		3,000,000		0.96	%
Common shares				229		1,577,097		1,500,000		0.48	%
Total						4,577,097		4,500,000		1.44	%
Parchment, Inc.
Preferred shares, Series D		Scottsdale, AZ E-Transcript Exchange		3,200,512		4,000,982		4,000,000		1.28%

 
 
See notes to the Condensed Consolidated Financial Statements

8

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
September 30, 2015
(Unaudited)

Portfolio Investments*	Headquarters/Industry		Shares/Principal		Cost		Fair Value		% of Net Assets
CUX, Inc. (d/b/a CorpU)(1)
Convertible preferred shares, Series C		San Francisco, CA Corporate Education		615,763	$	2,006,077	$	2,175,401		0.70	%
Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(10)			$	1,000,000		1,000,000		1,067,507		0.34	%
Convertible preferred shares, Series D				169,033		778,607		679,465		0.22	%
Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018				16,903		—		6,930		0.00	%
Total						3,784,684		3,929,303		1.26	%
Bloom Energy Corporation
Common shares		Sunnyvale, CA Fuel Cell Energy		201,589		3,855,601		2,870,592		0.92	%
DogVacay, Inc.
Preferred shares, Series B-1		Santa Monica, CA Dog Boarding		514,562		2,506,119		2,500,771		0.80	%
SharesPost, Inc.(6)
Preferred shares, Series B		San Bruno, CA Online Marketplace Finance		1,771,653		2,259,716		2,249,999		0.72	%
Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018				770,934		23,128		185,024		0.06	%
Total						2,282,844		2,435,023		0.78	%
Maven Research, Inc.(1)
Preferred shares, Series C		San Francisco, CA Knowledge Networks		318,979		2,000,447		1,999,998		0.64	%
Preferred shares, Series B				49,505		217,206		249,691		0.08	%
Total						2,217,653		2,249,689		0.72	%
DreamBox Learning, Inc.
Preferred shares, Series A-1		Bellevue, WA Education Technology		7,159,221		1,502,362		1,448,538		0.46	%
Preferred shares, Series A				3,579,610		758,017		724,269		0.24	%
Total						2,260,379		2,172,807		0.70	%
Clever, Inc.
Preferred shares, Series B		San Francisco, CA Education Software		1,799,047		2,000,601		2,096,200		0.67	%
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)
Preferred shares, Series A		New York, NY Sports Analytics		1,864,495		1,792,500		1,459,553		0.47	%
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017				500,000		31,354		70,000		0.01	%
Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021				175,815		—		19,340		0.01	%
Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020				160,806		—		17,689		0.01	%
Preferred warrants, $1.17 Strike Price, Expiration Date 6/26/2021				38,594		—		4,245		0.00	%
Total						1,823,854		1,570,827		0.50%

 
 
See notes to the Condensed Consolidated Financial Statements

9

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
September 30, 2015
(Unaudited)

Portfolio Investments*	Headquarters/Industry		Shares/Principal		Cost		Fair Value		% of Net Assets
Gilt Groupe Holdings, Inc.
Common shares		New York, NY e-Commerce Flash Sales		248,600	$	6,594,433	$	1,188,372		0.38	%
AlwaysOn, Inc.(1)
Preferred shares, Series A		Woodside, CA Social Media		1,066,626		1,027,391		554,646		0.18	%
Preferred shares, Series A-1				4,465,925		876,343		446,594		0.14	%
Preferred warrants Series A, $1.00 strike price, expire 1/9/2017				109,375		—		1,094		0.00	%
Total						1,903,734		1,002,334		0.32	%
Strategic Data Command, LLC(1)(7)
Common shares		Sunnyvale, CA Software Development		800,000		989,277		1,000,000		0.32	%
Aspiration Partners, Inc.
Preferred shares, Series A		Marina Del Rey, CA Financial Services		18,009		1,001,815		999,975		0.32	%
4C Insights (f/k/a The Echo Systems Corp.)
Preferred shares, Series A		Chicago, IL Social Data Platform		512,365		1,436,404		850,459		0.27	%
Tynker (f/k/a Neuron Fuel, Inc.)
Preferred shares, Series A		San Jose, CA Computer Software		534,162		309,310		791,159		0.25	%
EdSurge, Inc.(1)
Preferred shares, Series A		Burlingame, CA Education Media Platform		494,365		500,801		500,801		0.16	%
AliphCom, Inc. (d/b/a Jawbone)
Common shares		San Francisco, CA Smart Device Company		150,000		793,152		470,827		0.15	%
Learnist Inc. (f/k/a Grockit, Inc.)(1)
Preferred shares, Series D		San Francisco, CA Online Learning Platform		2,728,252		2,005,945		187,792		0.06	%
Preferred shares, Series E				1,731,501		1,503,670		128,440		0.04	%
Preferred shares, Series F				1,242,928		1,450,000		115,693		0.04	%
Total						4,959,615		431,925		0.14	%
Global Education Learning (Holdings) Ltd.(1)**
Preferred shares, Series A		Hong Kong Education Technology		2,126,475		990,375		399,239		0.13	%
Cricket Media (f/k/a ePals Inc.)**(8)
Common shares		Herndon, VA Online Education		1,333,333		2,448,959		238,646		0.08	%
Earlyshares.com, Inc.
Preferred shares, Series A		Miami, FL Equity Crowdfunding		165,715		261,598		125,115		0.04	%
Convertible Promissory Note 5%, 8/02/2016(11)			$	50,000		50,840		51,176		0.02	%
Total						312,438		176,291		0.06%

 
 
See notes to the Condensed Consolidated Financial Statements

10

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
September 30, 2015
(Unaudited)

Portfolio Investments*	Headquarters/Industry		Shares/Principal		Cost		Fair Value		% of Net Assets
Upwork Global Inc. (f/k/a Odesk Corporation)
Common Shares		Redwood City, CA Online Workplace Platform		30,000	$	183,269	$	141,060		0.05	%
Total Portfolio Investments						279,861,028		349,790,374		111.93	%
U.S. Treasury
U.S. Treasury Bill, 0%, due 10/1/2015			$	25,000,000		25,000,604		25,000,604		8.00	%
U.S. Treasury Strips(9)
United States Treasury Strip Coupon, 0.00% due 08/15/2016			$	1,851,000		1,838,954		1,846,854		0.59	%
United States Treasury Strip Coupon, 0.00% due 02/15/2016			$	1,834,000		1,830,292		1,833,762		0.59	%
Total						3,669,246		3,680,616		1.18	%
Total Investments					$	308,530,878	$	378,471,594		121.11	%

* All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering.

** Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended.

*** Investment is income producing.

(1) Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the Investment Company Act of 1940, as amended. A company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities of such company.

(2) Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the Investment Company Act of 1940, as amended. A company is deemed to be a “Controlled Company” of GSV Capital Corp. if GSV Capital Corp. owns 25% or more of the voting securities of such company.

(3) GSV Capital Corp.’s investment in Avenues Global Holdings, LLC is held through its wholly-owned subsidiary GSVC AV Holdings, Inc.

(4) GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment for which the economics are derived from the value of Avenues Global Holdings LLC.

(5) GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary GSVC SW Holdings, Inc.

(6) GSV Capital Corp.’s investment in SharesPost, Inc. is held through its wholly-owned subsidiary SPNPM Holdings, LLC.

(7) GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.

(8) On October 22, 2013, Cricket Media (f/k/a ePals Inc.), priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. At September 30, 2015, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its September 30, 2015 closing price. GSV Capital Corp.’s Chief Executive Officer, Michael Moe, serves on the board of directors for Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law.

 
 
See notes to the Condensed Consolidated Financial Statements

11

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
September 30, 2015
(Unaudited)

(9) Refer to “Note 9 — Long Term Liabilities.” In accordance with the terms of the Company’s Convertible Senior Notes payable, the Company deposited $10,867,500 in an escrow account with U.S. Bank National Association, the trustee. These funds were used to purchase six U.S. Treasury Strips with an original cost of $10,845,236. As of September 30, 2015, four of the government securities purchased had matured and the proceeds were used by the trustee in accordance with the terms of the escrow agreement. At September 30, 2015, the remaining government securities are shown on the Condensed Consolidated Schedule of Investments with an amortized cost of $3,669,246.

(10) Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015.

(11) Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by Earlyshares.com, Inc., or (b) the maturity of the note (August 2, 2016). Interest will compound annually beginning on February 26, 2015.

 
 
See notes to the Condensed Consolidated Financial Statements

12

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2014

Portfolio Investments*	Headquarters/Industry		Shares/ Principal		Cost		Fair Value		% of Net Assets
Twitter, Inc.**
Common shares		San Francisco, CA Social Communication		1,600,600	$	27,551,563	$	57,413,522		20.08	%
Palantir Technologies, Inc.
Common shares, Class A		Palo Alto, CA Cyber Security		5,773,690		16,189,935		42,985,122		15.03	%
Preferred shares, Series G				326,797		1,008,968		2,490,193		0.87	%
Total						17,198,903		45,475,315		15.90	%
Dropbox, Inc.
Common shares		San Francisco, CA Online Storage		760,000		8,641,153		14,516,000		5.08	%
Preferred shares, Series A-1				552,486		5,015,773		10,552,483		3.69	%
Total						13,656,926		25,068,483		8.77	%
2U, Inc. (f/k/a 2tor, Inc.)(9)**
Common shares		Landover, MD Online Education		1,319,233		10,032,117		23,342,509		8.16	%
Coursera, Inc.
Preferred shares, Series B		Mountain View, CA Online Education		2,961,399		14,519,519		14,510,855		5.08	%
Solexel, Inc.
Preferred shares, Series C		Milpitas, CA Solar Power		5,300,158		11,598,648		11,607,346		4.06	%
Preferred shares, Series D				1,613,413		2,419,751		2,420,120		0.85	%
Total						14,018,399		14,027,466		4.91	%
Avenues Global Holdings, LLC(3)
Preferred shares, Junior Preferred Stock		New York, NY Globally-focused Private School		10,014,270		10,151,854		11,303,410		3.95	%
SugarCRM, Inc.
Common shares		Cupertino, CA Customer Relationship Manager		1,899,799		6,799,392		9,214,025		3.22	%
Preferred shares, Series E				373,134		1,500,522		2,046,909		0.72	%
Total						8,299,914		11,260,934		3.94	%
Ozy Media, Inc.(1)
Preferred shares, Series B		Mountain View, CA Daily News and Information Site		922,509		4,999,999		4,999,999		1.75	%
Preferred shares, Series A				1,090,909		3,000,200		4,165,091		1.46	%
Preferred shares, Series Seed				500,000		500,000		1,573,000		0.55	%
Total						8,500,199		10,738,090		3.76	%
Declara, Inc.(1)
Preferred shares, Series A		Palo Alto, CA Social Cognitive Learning		5,358,195		9,999,999		10,019,825		3.50	%
JAMF Holdings, Inc.
Preferred shares, Series B		Minneapolis, MN Mobile Device Management		73,440		9,999,928		9,999,590		3.50	%
Curious.com Inc.(1)
Preferred shares, Series B		Menlo Park, CA Online Education		2,839,861		10,000,003		9,996,311		3.50	%

 
 
See notes to the Condensed Consolidated Financial Statements

13

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2014

Portfolio Investments*	Headquarters/Industry		Shares/ Principal		Cost		Fair Value		% of Net Assets
PayNearMe, Inc.(1)
Preferred shares, Series E		Sunnyvale, CA Cash Payment Network		3,914,535	$	10,000,401	$	9,982,064		3.49	%
StormWind, LLC(2)(5)
Preferred shares, Series C		Scottsdale, AZ Interactive Learning	��	2,779,134		4,000,787		4,338,830		1.52	%
Preferred shares, Series B				3,279,629		2,019,687		4,347,608		1.52	%
Preferred shares, Series A				366,666		110,000		391,592		0.14	%
Preferred Unit Warrants $1.76 Strike Price, Expiration Date 1/6/15				568,753		—		—		—	%
Total						6,130,474		9,078,030		3.18	%
Chegg, Inc.**
Common shares		Santa Clara, CA Textbook Rental		1,182,792		14,022,863		8,173,093		2.86	%
Lytro, Inc.
Preferred Stock		Mountain View, CA Consumer Electronics		2,533,784		7,500,001		7,500,001		2.62	%
General Assembly Space, Inc.
Preferred shares, Series C		New York, NY Online Education		126,552		2,999,978		3,125,467		1.09	%
Common shares				133,213		2,999,983		2,999,957		1.05	%
Total						5,999,961		6,125,424		2.14	%
Spotify Technology S.A.**
Common shares		Stockholm, Sweden Music Streaming Service		3,658		3,598,472		5,676,873		1.99	%
Learnist Inc. (f/k/a Grockit, Inc.)(1)
Preferred shares, Series D		San Francisco, CA Online Learning Platform		2,728,252		2,005,945		2,319,014		0.81	%
Preferred shares, Series E				1,731,501		1,503,670		1,610,296		0.56	%
Preferred shares, Series F				1,242,928		1,450,000		1,450,000		0.51	%
Total						4,959,615		5,379,310		1.88	%
Knewton, Inc.
Preferred shares, Series E		New York, NY Online Education		375,985		4,999,999		5,000,601		1.75	%
Course Hero, Inc.
Preferred shares, Series A		Redwood City, CA Online Education		2,145,509		5,000,001		5,000,001		1.75	%
Lyft, Inc.
Preferred shares, Series D		San Francisco, CA Peer to Peer Ridesharing		493,490		5,003,634		4,999,054		1.75	%
GSV Sustainability Partners(2)
Preferred shares, Class A		Woodside, CA Clean Technology		9,700,000		4,851,256		4,850,000		1.70	%
Common shares				100,000		10,000		10,000		0.00	%
Total						4,861,256		4,860,000		1.70	%

 
 
See notes to the Condensed Consolidated Financial Statements

14

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2014

Portfolio Investments*	Headquarters/Industry		Shares/ Principal		Cost		Fair Value		% of Net Assets
Fullbridge, Inc.(1)
Preferred shares, Series C		Cambridge, MA Business Education		1,728,724	$	3,193,444	$	1,625,001		0.57	%
Preferred shares, Series D				1,655,167		2,956,022		3,111,714		1.09	%
Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020				186,170		67,021		1,862		0.00	%
Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018				82,418		9,799		824		0.00	%
Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018				412,088		50,970		4,121		0.00	%
Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019				192,308		23,244		1,923		0.00	%
Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020				714,286		85,779		7,143		0.00	%
Common warrants, $0.91 Strike Price, Expiration Date 10/09/2018				82,418		9,901		824		0.00	%
Total						6,396,180		4,753,412		1.66	%
Whittle Schools, LLC(1)(4)
Preferred shares, Series B		New York, NY Globally-focused Private School		3,000,000		3,000,000		3,000,000		1.05	%
Common shares				229		1,577,097		1,500,000		0.52	%
Total						4,577,097		4,500,000		1.57	%
CUX, Inc. (d/b/a CorpU)(1)
Convertible preferred shares, Series C		San Francisco, CA Corporate Education		615,763		2,006,077		2,292,582		0.80	%
Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018(12)***			$	1,000,000		1,000,000		1,007,671		0.35	%
Convertible preferred shares, Series D				169,033		778,607		716,066		0.25	%
Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018				16,903		—		12,508		0.00	%
Total						3,784,684		4,028,827		1.40	%
Parchment, Inc.
Preferred shares, Series D		Scottsdale, AZ E-Transcript Exchange		3,200,512		4,000,982		4,000,640		1.40	%
Global Education Learning (Holdings) Ltd.(1)**
Preferred shares, Series A		Hong Kong Education Technology		2,126,475		4,335,769		3,995,221		1.40	%
Dataminr, Inc.
Preferred shares, Series B		New York, NY Social Media Analytics		904,977		2,063,356		2,869,320		1.00	%
Preferred shares, Series C				301,369		1,100,909		1,075,425		0.38	%
Total						3,164,265		3,944,745		1.38	%

 
 
See notes to the Condensed Consolidated Financial Statements

15

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2014

Portfolio Investments*	Headquarters/Industry		Shares/ Principal		Cost		Fair Value		% of Net Assets
NestGSV, Inc. (d/b/a. GSV Labs, Inc.),(2)
Preferred shares, Series C		Redwood City, CA Incubator		1,561,625	$	2,005,730	$	1,503,832		0.53	%
Preferred shares, Series D				1,095,418		1,404,499		1,460,557		0.51	%
Preferred shares, Series A				1,000,000		1,021,778		440,000		0.15	%
Preferred shares, Series B				450,000		605,500		265,980		0.09	%
Common shares				200,000		1,000		1,000		0.00	%
Preferred Warrant Series D – $1.33 Strike Price, Expiration Date 10/6/2019				500,000		—		65,000		0.02	%
Preferred warrants, Series C – $1.33 Strike Price, Expiration Date 4/9/2019				187,500		—		24,375		0.01	%
Total						5,038,507		3,760,744		1.31	%
Bloom Energy Corporation
Common shares		Sunnyvale, CA Fuel Cell Energy		201,589		3,855,601		3,357,969		1.17	%
Gilt Groupe Holdings, Inc.
Common shares		New York, NY e-Commerce Flash Sales		248,600		6,594,433		3,168,108		1.11	%
SharesPost, Inc.(1)(6)
Preferred shares, Series B		San Bruno, CA Online Marketplace Finance		1,771,653		2,259,716		2,249,999		0.79	%
Common warrants, $0.13 Strike Price, Expiration Date 6/15/2018				770,934		23,128		485,688		0.17	%
Total						2,282,844		2,735,687		0.96	%
DogVacay, Inc.
Preferred shares, Series B-1		Santa Monica, CA Dog Boarding		514,562		2,506,119		2,505,917		0.88	%
DreamBox Learning, Inc.
Preferred shares, Series A-1		Bellevue, WA Education Technology		7,159,221		1,502,362		1,606,388		0.56	%
Preferred shares, Series A				3,579,610		758,017		803,194		0.28	%
Total						2,260,379		2,409,582		0.84	%
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))(1)
Preferred shares, Series A		New York, NY Sports Analytics		1,462,269		1,496,059		1,705,006		0.60	%
Term Loan, 12%, 09/30/15***			$	272,500		283,901		288,114		0.10	%
Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021				175,815		—		58,019		0.02	%
Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020				160,806		—		64,322		0.02	%
Preferred warrants, $1.16 Strike Price, Expiration Date 6/26/2021				38,594		—		12,736		0.00	%
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017				500,000		31,354		165,000		0.06	%
Total						1,811,314		2,293,197		0.80	%
Maven Research, Inc.(1)
Preferred shares, Series C		San Francisco, CA Knowledge Networks		318,979		2,000,447		1,999,998		0.70	%
Preferred shares, Series B				49,505		217,206		249,691		0.09	%
Total						2,217,653		2,249,689		0.79	%

 
 
See notes to the Condensed Consolidated Financial Statements

16

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2014

Portfolio Investments*	Headquarters/Industry		Shares/ Principal		Cost		Fair Value		% of Net Assets
Clever, Inc.
Series B Preferred Stock		San Francisco, CA Education Software		1,799,047	$	2,000,001	$	2,000,001		0.70	%
AlwaysOn, Inc.(2)
Preferred shares, Series A-1		Woodside, CA Social Media		4,465,925		876,023		491,252		0.17	%
Preferred shares, Series A				1,066,626		1,027,391		629,309		0.22	%
Preferred warrants Series A-1, $0.19 strike price, expire 12/31/2014				1,313,508		—		—		0.00	%
Preferred warrants Series A, $1.00 strike price, expire 1/9/2017				109,375		—		—		0.00	%
Total						1,903,414		1,120,561		0.39	%
AliphCom, Inc. (d/b/a Jawbone)
Common shares		San Francisco, CA Smart Device Company		150,000		793,152		1,013,217		0.35	%
Enjoy Technology, Inc.
Preferred shares, Series A		Menlo Park, CA Online Shopping		879,198		1,002,440		1,002,440		0.35	%
Strategic Data Command, LLC(1)(7)
Common shares		Sunnyvale, CA Software Development		800,000		1,001,650		1,000,000		0.35	%
EdSurge, Inc.(1)
Preferred shares, Series A		Burlingame, CA Education Media Platform		494,365		500,801		505,328		0.18	%
Cricket Media (f/k/a ePals Inc.)**(1)(8)
Common shares		Herndon, VA Online Education		1,333,333		2,448,959		331,126		0.12	%
Neuron Fuel, Inc.
Preferred shares, Series AAI		San Jose, CA Computer Software		250,000		262,530		246,160		0.09	%
New Zoom, Inc.
Preferred shares, Series A		San Francisco, CA Retail Machines		1,250,000		260,476		230,469		0.08	%
4C Insights (f/k/a The Echo Systems Corp.)
Preferred shares, Series A		Chicago, IL Social Data Platform		512,365		1,436,404		219,292		0.08	%
Totus Solutions, Inc.(1)(10)
Preferred shares, Series B		Carrollton, TX LED Lighting		1,111,111		1,000,000		128,902		0.05	%
Convertible Promissory Note 6%, Expiration Date, 4/01/2016***			$	76,110		76,430		78,425		0.03	%
Preferred shares, Series A				869,265		2,184,422		—		0.00	%
Common Shares				1,130,735		2,840,591		—		0.00	%
Total						6,101,443		207,327		0.08	%
The rSmart Group, Inc.(1)
Preferred shares, Series B		Scottsdale, AZ Higher Education Learning Platform		1,201,923		1,267,240		192,586		0.07	%

 
 
See notes to the Condensed Consolidated Financial Statements

17

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2014

Portfolio Investments*	Headquarters/Industry		Shares/ Principal		Cost		Fair Value		% of Net Assets
Odesk Corporation
Common Shares		Redwood City, CA Online Workplace Platform		30,000	$	183,269	$	156,196		0.05	%
Earlyshares.com
Preferred shares, Series A		Miami, FL Equity Crowdfunding		165,715		260,878		125,115		0.04	%
Dailybreak, Inc.(1)
Preferred shares, Series A-1		Boston, MA Social Advertising		1,878,129		2,430,950		—		0.00	%
Preferred shares, Series A-2				347,666		426,254		—		0.00	%
Total						2,857,204		—		0.00	%
Total Portfolio Investments						301,111,689		370,984,317		129.76	%
U.S. Treasury
U.S. Treasury Bill, 0%, due 1/2/2015			$	100,000,000	$	100,001,692	$	100,000,056		34.98	%
U.S. Treasury Strips(11)
United States Treasury Strip Coupon, 0.00% due 08/15/2016			$	1,851,000		1,828,695		1,834,674		0.64	%
United States Treasury Strip Coupon, 0.00% due 02/15/2016			$	1,834,000		1,822,943		1,826,664		0.64	%
United States Treasury Strip Coupon, 0.00% due 08/15/2015			$	1,823,000		1,819,165		1,820,904		0.64	%
United States Treasury Strip Coupon, 0.00% due 02/15/2015			$	1,816,000		1,815,529		1,815,800		0.63	%
Total						7,286,332		7,298,042		2.55	%
Total Investments					$	408,399,713	$	478,282,415		167.29	%

* All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering.

** Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended.

*** Investment is income producing.

(1) Denotes an Affiliate Investment. “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the Investment Company Act of 1940. A company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities of such company.

(2) Denotes a Control Investment. “Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the Investment Company Act of 1940. A company is deemed to be a “Controlled Company” of GSV Capital Corp. if GSV Capital Corp. owns 25% or more of the voting securities of such company.

(3) GSV Capital Corp.’s investment in Avenues Global Holdings, LLC is held through its wholly-owned subsidiary GSVC AV Holdings, Inc.

(4) GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment whose economics are derived from the value of Avenues Global Holdings LLC.

(5) GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary GSVC SW Holdings, Inc.

(6) GSV Capital Corp.’s investment in SharesPost, Inc. is held through its wholly-owned subsidiary SPNPM Holdings, LLC.

 
 
See notes to the Condensed Consolidated Financial Statements

18

GSV CAPITAL CORP. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)
December 31, 2014

(7) GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.

(8) On October 22, 2013, Cricket Media (f/k/a ePals Inc.), priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. GSV Capital Corp.’s shares in Cricket Media (f/k/a ePals Inc.), are subject to a lock-up agreement which expired on February 23, 2014. At December 31, 2014, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its December 31, 2014 closing price less 17.5%. GSV Capital Corp.’s Chief Executive Officer, Michael Moe is a Board member of Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law. As such, the Company has applied a 17.5% discount to reflect the aforementioned trading restrictions.

(9) On March 28, 2014, 2U, Inc. (f/k/a 2tor, Inc.) priced its initial public offering, selling 9,175,000 shares at a price of $13 per share. GSV Capital Corp.’s shares in 2U, Inc. (f/k/a 2tor, Inc.) are subject to a lock-up agreement which expired on September 24, 2014. At December 31, 2014, GSV Capital Corp. valued 2U, Inc. (f/k/a 2tor, Inc.), based on its December 31, 2014 closing price less 10.0%. Michael Moe is a Board member of 2U, Inc. (f/k/a 2tor, Inc.), which subjects GSV Capital Corp. to insider trading restrictions under U.S. securities law. As such, the Company has applied a 10.0% discount to reflect the aforementioned trading restrictions.

(10) On November 20, 2014, Totus Solutions, Inc., conducted a 10:1 stock split.

(11) Refer to “Note 9 — Long Term Liabilities.” In accordance with the terms of the Company’s Convertible Senior Notes payable, the Company deposited $10,867,500 in an escrow account with the Trustee. These funds were used to purchase U.S. Treasury Strips with an original cost of $10,845,236. At December 31, 2014, the remaining government securities are shown on the Condensed Consolidated Schedule of Investments and have an amortized cost of $7,286,332.

(12) Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc., or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015.

 
 
See notes to the Condensed Consolidated Financial Statements

19

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

GSV Capital Corp. (the “Company,” “GSV Capital” or “GSV”) was formed in September 2010 as a Maryland corporation structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment activities are managed by GSV Asset Management, LLC (“GSV Asset Management”), and GSV Capital Service Company, LLC (“GSV Capital Service Company”) provides the administrative services necessary for the Company to operate.

The Company’s date of inception is January 6, 2011, which is the date it commenced its development stage activities. The Company’s shares are currently listed on the Nasdaq Capital Market under the symbol “GSVC”. The Company began its investment operations during the second quarter of 2011.

On April 13, 2012, the Company formed a wholly-owned subsidiary, GSV Capital Lending, LLC (“GCL”), a Delaware limited liability company, which was formed to originate portfolio loan investments within the state of California.

On November 28, 2012, the Company formed the following wholly-owned subsidiaries: GSVC AE Holdings, Inc. (“GAE”), GSVC AV Holdings, Inc. (“GAV”), GSVC NG Holdings, Inc. (“GNG”), GSVC SW Holdings, Inc. (“GSW”) and GSVC WS Holdings, Inc. (“GWS”). On July 12, 2013, the Company formed a wholly-owned subsidiary, SPNPM Holdings LLC (“SPNPM”). On August 13, 2013, the Company formed a wholly-owned subsidiary, GSVC SVDS Holdings, Inc. (“SVDS”). Collectively, these entities are known as the “GSVC Holdings,” all Delaware corporations, formed to hold portfolio investments. The GSVC Holdings, including their associated portfolio investments are consolidated with the Company for accounting purposes, but have elected to be treated as separate entities for U.S. federal income tax purposes. Refer to “— Summary of Significant Accounting Policies — Basis of Consolidation” below for further detail.

The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments. The Company invests principally in the equity securities of what it believes to be rapidly growing venture-capital-backed emerging companies. The Company acquires its investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. The Company may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investment criteria.

Summary of Significant Accounting Policies

Basis of Presentation

The interim condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period have been included. The results of operations for the current period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2015. The interim unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

Basis of Consolidation

Under Article 6 of Regulation S-X and the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company which provides substantially all

20

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

of its services and benefits to the Company and certain entities established for tax purposes where the Company holds a 100% interest. Accordingly, the Company’s condensed consolidated financial statements include its accounts and the accounts of the GSVC Holdings and GCL, its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts in the Condensed Consolidated Financial Statements have been reclassified to conform to the current period presentation. The Company has reclassified certain prior period accounts on the Condensed Consolidated Statements of Assets and Liabilities and Condensed Consolidated Statements of Operations to simplify the presentation. Refer to the table below for the reclassifications to the December 31, 2014 Condensed Consolidated Statements of Assets and Liabilities.

	Reclassified Amounts		Prior Period Amounts
Deferred financing costs	$	2,928,134	$	—
Deferred credit facility fees		—		261,065
Deferred debt issuance costs		—		2,667,069
Prepaid expenses and other assets		596,926		—
Prepaid expenses		—		179,556
Other assets		—		417,370

There was no net effect on the total assets, liabilities, or net assets as of December 31, 2014 as a result of these reclassifications.

Refer to the table below for the reclassifications to the Condensed Consolidated Statements of Operations.

For the three months ended September 30, 2014	Reclassified Amounts		Prior Period Amounts
Other expenses	$	115,922	$	18,306
Insurance expense		—		61,800
Investor relations expense		—		35,816

For the nine months ended September 30, 2014	Reclassified Amounts		Prior Period Amounts
Other expenses	$	434,849	$	58,898
Insurance expense		—		181,839
Investor relations expense		—		194,112

Use of Estimates

The preparation of condensed consolidated financial statements requires the Company to make a number of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates.

Investments at fair value

The Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies. The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.

21

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 — Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date.

Level 2 — Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

Level 3 — Valuations based on unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore gains and losses for such assets and liabilities categorized within the Level 3 table set forth in “Note 3 — Investments at Fair Value” may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 Assets or Liabilities are reported as transfers in/out of the Level 3 category as of the end of the quarter in which the reclassifications occur. Refer to “Levelling Policy” for a detailed discussion of the levelling of the Company’s financial assets or liabilities and events that may cause a reclassification within the fair value hierarchy.

Securities for which market quotations are readily available on an exchange are valued at the closing price of such security on the valuation date; however, if they are subject to restrictions upon sale (such as lock-up restrictions), they may be discounted accordingly. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined to be adequate, the Company uses the quote obtained.

Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of GSV Asset Management, the board of directors or the valuation committee of the board of directors (the “Valuation Committee”), does not represent fair value, shall each be valued as follows:

1. The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of GSV Asset Management responsible for the portfolio investment;

2. Preliminary valuation conclusions are then documented and discussed with GSV Asset Management senior management;

22

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

3. An independent third-party valuation firm is engaged by, or on behalf of, the Valuation Committee to conduct independent appraisals and review management’s preliminary valuations and make their own independent assessment, for all investments for which there are no readily available market quotations;

4. The Valuation Committee discusses the valuations and recommends to the Company’s board of directors a fair value for each investment in the portfolio in good faith based on the input of GSV Asset Management and the independent third-party valuation firm; and

5. The Company’s board of directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

In making a good faith determination of the fair value of investments, the Company considers valuation methodologies consistent with industry practice. Valuation methods utilized include, but are not limited to the following: comparisons to prices from secondary market transactions; venture capital financings; public offerings; purchase or sales transactions; as well as analysis of financial ratios and valuation metrics of the portfolio companies that issued such private equity securities to peer companies that are public, analysis of the portfolio companies’ most recent financial statements and forecasts, and the markets in which the portfolio company does business, and other relevant factors. The Company assigns a weighting based upon the relevance of each method to determine the fair value of each investment.

The Company engages at least one independent valuation firm to perform valuations of its investments that are not publicly traded or for which there are no readily available market quotations. The Company considers the independent valuations provided by the valuation firm(s), among other factors, in making its fair value determinations. The table below shows the percentages of the Company’s investments for which there are no readily available market quotations, for which an independent valuation firm was engaged to perform valuations, during the current and prior fiscal year.

For the quarter ended March 31, 2014		100	%
For the quarter ended June 30, 2014		100	%
For the quarter ended September 30, 2014		100	%
For the quarter ended December 31, 2014		100	%
For the quarter ended March 31, 2015		100	%
For the quarter ended June 30, 2015		100	%
For the quarter ended September 30, 2015		100	%

Equity Investments

Equity investments for which market quotations are readily available in an active market are generally valued at the most recently available closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any other equity investments with readily available market quotations that are subject to sales restrictions may be valued at a discount for a lack of marketability, (“DLOM”), to the most recently available closing market prices depending upon the nature of the sales restriction. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon the market value of publicly traded put options with similar terms.

The fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not readily available, the Company may analyze the relevant portfolio company’s most recently available historical and projected financial results, public market comparables, and other factors. The Company may also consider other events, including the

23

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

transaction in which the Company acquired its securities, subsequent equity sales by the Portfolio Company, mergers or acquisitions affecting the portfolio company. In addition, the Company may consider the trends of the portfolio company’s basic financial metrics from the time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.

In determining the value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio company, the Company considers the rights, preferences and limitations of such securities. In cases where a portfolio company’s capital structure includes multiple classes of preferred and common stock and equity-linked securities with different rights and preferences, the Company generally uses an option pricing model to allocate value to each equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution is imminent, or the portfolio company is unlikely to continue as a going concern. When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments in the condensed consolidated statements of operations and condensed consolidated statements of cash flows. In the event these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common or preferred stock. These conversions are noted as non-cash operating items on the condensed consolidated statements of cash flows.

Debt Investments

Given the nature of the Company’s current debt investments (excluding U.S. Treasuries), principally convertible and promissory notes issued by venture-capital-backed portfolio companies, these investments are Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company values its debt investments at amortized cost plus accrued interest which it believes approximates fair value.

Warrants

The board of directors will ascribe value to warrants based on fair value analyses that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate.

Levelling Policy

The portfolio companies in which the Company invests periodically offer their shares in IPOs. The Company’s shares in such portfolio companies are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the presence of an active market, limited by the lock-up agreement. The Company prices the investment at the closing price on a public exchange as of the measurement date. In situations where the lock-up restrictions have expired, but other factors restrict the sale of the investment, the Company will consider the nature of any restrictions on the sale of the investment. The Company will classify the investment as either Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale or as Level 1. The Company transfers investments between levels based on the fair value at the end of measurement period in accordance with ASC 820.

Valuation of Other Financial Instruments

The carrying amounts of the Company’s other, non-investment, financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature. The embedded derivative liability is carried at fair value.

24

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Securities Transactions

Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company (i.e., trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale, and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively.

Portfolio Company Investment Classification

GSV is a non-diversified company within the meaning of the 1940 Act. GSV classifies its investments by level of control. As defined in the 1940 Act, control investments are those where there is the power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual directly or indirectly owns beneficially more than 25% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting securities of another person. Refer to the Condensed Consolidated Schedules of Investments as of September 30, 2015 and December 31, 2014, respectively, for details regarding the nature and composition of the Company’s investment portfolio.

Cash

The Company places its cash with U.S. Bank National Association and Silicon Valley Bank, and at times, cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company may invest a portion of its cash in money market funds, within limitations of the 1940 Act.

Deferred Financing Costs

On December 31, 2013, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, pursuant to which Silicon Valley Bank agreed to provide the Company with an $18 million credit facility (the “Credit Facility”). The Company recorded origination expenses related to the Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the effective interest method over the respective expected life of the Credit Facility. In the event that the Company modifies or extinguishes the Credit Facility, it follows the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of the Credit Facility, any unamortized deferred costs are expensed. As of September 30, 2015, $88,618 remains to be amortized and is included within deferred financing costs on the Condensed Consolidated Statements of Assets and Liabilities.

On September 17, 2013, the Company issued $69 million aggregate principal amount of the Convertible Senior Notes, which bear interest at a fixed rate of 5.25% per year and mature on September 15, 2018 (the “Convertible Senior Notes”) (including $9 million aggregate principal amount issued pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Senior Notes). The Company recorded origination expenses related to the Convertible Senior Notes as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the effective interest method over the respective life of the Convertible Senior Notes. In the event that the Company modifies or extinguishes its debt before maturity, it follows the guidance in ASC 470-50. For extinguishments of the Convertible Senior Notes, any unamortized deferred costs are deducted from the basis of the debt in determining the gain or loss from the extinguishment. Proceeds from the issuance of the Convertible Senior Notes were offset by offering costs of $3,585,929.As of September 30, 2015, $2,128,924 remains to be amortized and is included within deferred financing costs on the Condensed Consolidated Statements of Assets and Liabilities.

25

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

Restricted Cash

As of September 30, 2015 and December 31, 2014, the Company had Restricted Cash of $52,931 and $48,889, respectively, which is included on the Condensed Consolidated Statements of Assets and Liabilities. As of both September 30, 2015 and December 31, 2014, Restricted Cash consisted of a $25,000 deposit for the Company’s fidelity bond as well as excess funds remaining in escrow after the purchase of the government securities that will be used to make the scheduled interest payments on the Convertible Senior Notes. See “Note 9 — Long Term Liabilities” for further detail.

Revenue Recognition

The Company’s revenue recognition policies are as follows:

Sales:  Gains or losses on the sale of investments are determined using the specific identification method.

Interest:  Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis.

Dividends:  Dividend income is recognized on the ex-dividend date.

Investment Transaction Costs and Escrow Deposits

Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the issuer, are included in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on the secondary markets which may involve making deposits to escrow accounts until certain conditions are met including the underlying private company’s right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed. These transactions are reflected on the Statement of Assets and Liabilities as Escrow deposits. At September 30, 2015 and December 31, 2014, the Company had no Escrow deposits.

Unrealized Appreciation or Depreciation of Investments

Unrealized appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.

U.S. Federal and State Income Taxes

The Company has elected to be treated as a regulated investment company (a “RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for the 2014 taxable year, and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of investment company taxable income (“ICTI”) including payment-in-kind interest income, as defined by the Code, and net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year and meet certain source of income and asset diversification requirements on a quarterly basis. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which they were carried forward.

If the Company does not distribute (or is not deemed to have distributed) during each calendar year a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not

26

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

distributed, in preceding years (the “Minimum Distribution Amount”), it will generally be required to pay an excise tax equal to 4% of the amount by the which Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines its estimated current year annual taxable income will be in excess of the estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

The Company was taxed as a regular corporation (a “C corporation”) under subchapter C of the Code, for its 2012 taxable year. In September 2014, the Company filed its 2013 tax return as a RIC and sought to be granted RIC status for its 2013 taxable year; however, the Company determined it would not be eligible to elect to be treated as a RIC for the 2013 taxable year unless it was certified by the Securities and Exchange Commission (the “SEC”) as “principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological improvements, new processes, or products not previously generally available” for the 2013 taxable year (such certification, an “SEC Certification”). The Company has not received such SEC Certification for its 2013 taxable year; however, in September 2015, the Company determined it was in the best interests of its stockholders to file the 2013 tax return as a C corporation.

The Company has, however, determined that it satisfied the requirements to qualify as a RIC for the 2014 taxable year and elected to be treated as a RIC in its 2014 tax return filed in September 2015. So long as the Company qualifies and maintains its status as a RIC, it generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in the condensed consolidated financial statements of the Company. Included in the Company’s condensed consolidated financial statements, the GSVC Holdings are taxable subsidiaries, regardless of whether the Company is a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s condensed consolidated financial statements.

The Company also expects to qualify as a RIC for the 2015 taxable year and going forward. At the present time, the Company cannot assure its investors that it will be eligible to elect to be taxed as a RIC for its 2015 taxable year. If it is not treated as a RIC for 2015, the Company will be taxed as a C corporation under the Code for the 2015 taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify as a RIC. If the Company fails to requalify as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in gains with respect to certain of its

27

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES  – (continued)

assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next ten years. Refer to “Note 8 — Income Taxes” for further details regarding the Company’s tax status.

Per Share Information

Basic net increase in net assets resulting from operations per common share is computed using the weighted-average number of shares outstanding for the period presented. Diluted net increase in net assets resulting from operations per common share is computed by dividing net increase in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period. The Company used the if-converted method in accordance with ASC 260 to determine the number of potentially dilutive shares outstanding. Refer to “Note 5 — Net Increase in Net Assets Resulting from Operations per Common Share — Basic and Diluted” for further detail.

Capital Accounts

Certain capital accounts including undistributed net investment income or loss, accumulated net realized gains or losses, net unrealized appreciation or depreciation, and paid-in capital in excess of par, are adjusted, at least annually, for permanent differences between book and tax. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP. GAAP requires that certain components of net assets relating to permanent differences are to be reclassified between financial statement reporting and tax reporting. These reclassifications have no effect on the net assets or net asset value per share and are intended to enable the Company’s stockholders to determine the amount of accumulated and undistributed earnings they potentially could receive in the future and on which they could be taxed.

Recently Adopted Accounting Standards

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-03, Interest — Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires companies to present debt issuance costs related to a recognized debt liability in the Condensed Consolidated Statement of Assets and Liabilities as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Public companies are required to apply ASU 2015-03 retrospectively for interim and annual reporting periods beginning after December 15, 2015.

The Company does not believe that the adoption of any recently issued accounting standards, had or will have a material impact on its current financial position and results of operations.

NOTE 2 — RELATED-PARTY ARRANGEMENTS

Investment Advisory Agreement

The Company has entered into an investment advisory agreement with GSV Asset Management (the “Advisory Agreement”). Pursuant to the Advisory Agreement, GSV Asset Management will be paid a base annual fee of 2% of gross assets, and an annual incentive fee equal to the lesser of (i) 20% of the Company’s realized capital gains during each calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature, and (ii) 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.

28

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 2 — RELATED-PARTY ARRANGEMENTS  – (continued)

Incentive Fees

The Company has not paid GSV Asset Management any incentive fees since inception under the terms of the Advisory Agreement. However for GAAP purposes, in accordance with the AICPA’s TPA (TIS 6910.2), the Company is required to accrue incentive fees as if the Company had fully liquidated the entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2015 and December 31, 2014. This accrual considers both the hypothetical liquidation of the Company’s portfolio described previously, as well as the Company’s actual cumulative realized gains and losses since inception.

For the three and nine months ended September 30, 2015, the Company accrued incentive fees of $1,062,535, and $10,839,602, respectively, for financial statement purposes. For the three and nine months ended September 30, 2014, the Company accrued incentive fees of $3,684,300, and $5,498,585, respectively, for financial statement purposes.

Management Fees

GSV Asset Management earned $2,063,017 and $5,994,530 in management fees for the three and nine months ended September 30, 2015, respectively. GSV Asset Management earned $1,949,705 and $5,639,564 in management fees for the three and nine months ended September 30, 2014, respectively.

As of September 30, 2015, the Company was owed $205,472 from GSV Asset Management for reimbursement of expenses paid for by the Company that were the responsibility of GSV Asset Management. In addition as of September 30, 2015, the Company owed GSV Asset Management $19,980 for reimbursement of other expenses.

As of December 31, 2014, the Company was owed $204,825 from GSV Asset Management for reimbursement of expenses paid for by the Company that were the responsibility of GSV Asset Management. In addition as of December 31, 2014, the Company owed GSV Asset Management $23,396 for reimbursement of other expenses.

Administration Agreement

The Company has entered into an administration agreement with GSV Capital Service Company (the “Administration Agreement”) to provide administrative services, including furnishing the Company with office facilities, equipment, clerical, bookkeeping, record keeping services and other administrative services. The Company reimburses GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement. There were $598,456 and $2,185,888 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2015, respectively. There were $718,896 and $2,557,129 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2014, respectively.

License Agreement

The Company entered into a license agreement with GSV Asset Management pursuant to which GSV Asset Management has agreed to grant the Company a non-exclusive, royalty-free license to use the name “GSV.” Under this agreement, the Company has the right to use the GSV name for so long as the Advisory Agreement with GSV Asset Management is in effect. Other than with respect to this limited license, the Company has no legal right to the “GSV” name.

Investments in Controlled and Affiliated Portfolio Companies

Under the 1940 Act, the Company’s investments in Controlled and Affiliated portfolio companies are deemed to be related-party transactions.

29

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE

The Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and warrants to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies. The Company may also from time to time, invest in U.S. Treasury Securities. Non-portfolio investments represent investments in U.S. Treasury Securities. At September 30, 2015, the Company had 92 positions in 48 portfolio companies. At December 31, 2014, the Company had 99 positions in 52 portfolio companies. The following table summarizes the composition of the Company’s investment portfolio by security type at cost and fair value as of September 30, 2015 and December 31, 2014.

	September 30, 2015 (Unaudited)				December 31, 2014
	Cost		Fair Value		Cost		Fair Value
Private Portfolio Companies
Common Stock	$	50,911,154	$	95,134,155	$	55,085,728	$	85,598,467
Preferred Stock		195,847,526		221,618,041		190,308,932		193,847,045
Debt Investments		2,057,464		2,207,561		1,360,331		1,374,210
Warrants		301,196		495,877		301,196		904,345
Subtotal – Private Portfolio Companies		249,117,340		319,455,634		247,056,187		281,724,067
Publicly Traded Portfolio Companies
Common Stock		30,743,688		30,334,740		54,055,502		89,260,250
Total Private and Publicly Traded Portfolio Companies		279,861,028		349,790,374		301,111,689		370,984,317
Non-Portfolio Investments
U.S. Treasury Bill		25,000,604		25,000,604		100,001,692		100,000,056
U.S. Treasury Strips		3,669,246		3,680,616		7,286,332		7,298,042
Total Non-Portfolio Investments		28,669,850		28,681,220		107,288,024		107,298,098
Total Investments	$	308,530,878	$	378,471,594	$	408,399,713	$	478,282,415

30

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

The fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of September 30, 2015 and December 31, 2014 are as follows:

	As of September 30, 2015 (Unaudited)
	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets at fair value
Private Portfolio Companies
Common Stock	$	—	$	—	$	95,134,155	$	95,134,155
Preferred Stock		—		—		221,618,041		221,618,041
Debt Investments		—		—		2,207,561		2,207,561
Warrants		—		—		495,877		495,877
Subtotal – Private Portfolio Companies		—		—		319,455,634		319,455,634
Publicly Traded Portfolio Companies
Common Stock		30,334,740		—		—		30,334,740
Total Private and Publicly Traded Portfolio Companies		30,334,740		—		319,455,634		349,790,374
Non-Portfolio Investments
U.S. Treasury Bill		25,000,604		—		—		25,000,604
U.S. Treasury Strips		3,680,616		—		—		3,680,616
Total Non-Portfolio Investments		28,681,220		—		—		28,681,220
Total Assets at Fair Value	$	59,015,960	$	—	$	319,455,634	$	378,471,594

	As of December 31, 2014
	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets at fair value
Private Portfolio Companies
Common Stock	$	—	$	—	$	85,598,467	$	85,598,467
Preferred Stock		—		—		193,847,045		193,847,045
Debt Investments		—		—		1,374,210		1,374,210
Warrants		—		—		904,345		904,345
Subtotal – Private Portfolio Companies		—		—		281,724,067		281,724,067
Publicly Traded Portfolio Companies
Common Stock		65,586,615		23,673,635		—		89,260,250
Total Private and Publicly Traded Portfolio Companies		65,586,615		23,673,635		281,724,067		370,984,317
Non-Portfolio Investments
U.S. Treasury Bill		100,000,056		—		—		100,000,056
U.S. Treasury Strips		7,298,042		—		—		7,298,042
Total Non-Portfolio Investments		107,298,098		—		—		107,298,098
Total Assets at Fair Value	$	172,884,713	$	23,673,635	$	281,724,067	$	478,282,415
Liabilities at fair value
Embedded Derivative	$	—	$	—	$	1,000	$	1,000
Total Liabilities at Fair Value	$	—	$	—	$	1,000	$	1,000

31

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

Significant Unobservable Inputs for Level 3 Assets and Liabilities

In accordance with ASC 820, the tables below provide quantitative information about the Company’s fair value measurements of its Level 3 assets and liabilities as of September 30, 2015 and December 31, 2014. In addition to the techniques and inputs noted in the table below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements. To the extent an unobservable input is not reflected in the table below, such input is deemed insignificant with respect to the Company’s Level 3 fair value measurements as of September 30, 2015 and December 31, 2014. Significant changes in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment.

As of September 30, 2015 (Unaudited)
Asset (Liability)	Fair Value		Valuation Techniques		Unobservable inputs			Range (Weighted Average)
Common stock in private companies	$	95,134,155		Market approach		Precedent transactions	(1)		N/A
				Income approach		Revenue multiples			1.1x – 1.5x (1.3x)
						EBIT multiples			10.0x – 17.0x (13.5x)
						Discount rate			30% – 35% (33%)
				Liquidation Value		Liquidation Value			N/A
Preferred stock in private companies	$	221,618,041		Market approach		Precedent transactions	(1)		N/A
				Income approach		Revenue multiples			0.9x – 5.5x (2.8x)
						EBIT multiples			10.0x – 30.0x (15.8x)
						Discount rate			30% – 50% (39%)
Debt Investments	$	2,207,561		Market approach		Amortized Cost			N/A
Warrants	$	495,877		Option pricing model		Term to expiration (Years)			1.28 – 3.00 (2.52)
						Strike price			0.13 – 4.59 (1.20)
						Volatility			30% – 50% (38%)

(1) Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.

32

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

As of December 31, 2014
Asset (Liability)	Fair Value			Valuation Techniques		Unobservable inputs		Range (Average)
Common stock in private companies	$	85,598,467			Market approach		Precedent transactions(1)		N/A
					Income approach		Revenue multiples		1.1x – 5.9x (3.0x)
							EBIT multiples		10.20x – 18.90x (16.70x)
							Discount rate		30% – 40% (37%)
					Liquidation Value		Liquidation Value		N/A
Preferred stock in private companies	$	193,847,045			Market approach		Precedent transactions(1)		N/A
					Income approach		Revenue multiples		1.5x – 5.3x (3.5x)
							EBIT multiples		10.0x – 25.0x (18.1x)
							Discount rate		35% – 45% (40%)
Debt Investments	$	1,374,210			Market approach		Precedent transactions		N/A
Warrants	$	904,345			Option pricing model		Term to expiration (Years)		2.00 – 3.00 (2.55)
							Strike price		0.13 – 4.59 (1.24)
							Volatility		30% – 50% (38%)
Embedded Derivative	$	(1,000	)		Binomial Lattice Model		Strike Price		16.26
							Volatility		50%
							Annual risk rate		12.5%

(1) Precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.

The significant unobservable inputs used in determining the fair value of the assets and liabilities are shown above. Increases (decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal.

The Company applied the binomial lattice model to value the embedded derivative using a “with-and-without method,” where the value of the Convertible Senior Notes including the embedded derivative, is defined as the “with,” and the value of the Convertible Senior Notes excluding the embedded derivative, is defined as the “without.” This method estimates the value of the embedded derivative by looking at the difference in the values between the Convertible Senior Notes with the embedded derivative and the value of the Convertible Senior Notes without the embedded derivative. The lattice model requires the following inputs: (i) strike price; (ii) estimated stock volatility; and (iii) annual risk rate.

33

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

The aggregate values of Level 3 portfolio investments and embedded derivative changed during the three and nine months ended September 30, 2015 and September 30, 2014 as follows:

	Three months ended September 30, 2015 (Unaudited)
	Common Stock			Preferred Stock			Debt Investments			Warrants			Embedded Derivative		Total
Assets:
Fair value as of June 30, 2015	$	92,430,652		$	217,983,919		$	2,506,014		$	694,314		$	—	$	313,614,899
Purchases of investments		—			6,602,095			—			—			—		6,602,095
Sales of investments		(1,874,000	)		(3,362,594	)		(50,000	)		—			—		(5,286,594	)
Realized losses		(2,290,880	)		(7,563,262	)		(27,190	)		—			—		(9,881,332	)
Exercises, conversions and assignments(1)		—			295,801			(295,801	)		—			—		—
Amortization of fixed income security premiums and discounts		—			—			14,235			—			—		14,235
Net change in unrealized appreciation (depreciation) included in earnings		6,868,383			7,662,082			60,303			(198,437	)		—		14,392,331
Fair Value as of September 30, 2015	$	95,134,155		$	221,618,041		$	2,207,561		$	495,877		$	—	$	319,455,634
Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2015	$	4,027,793		$	589,059		$	32,425		$	(198,437	)	$	—	$	4,450,840

	Three months ended September 30, 2014 (Unaudited)
	Common Stock			Preferred Stock			Debt Investments		Warrants			Embedded Derivative			Total
Assets:
Fair value as of June 30, 2014	$	87,595,350		$	169,119,155		$	348,610	$	594,355		$	—		$	257,657,470
Purchases of investments		6,400			6,795,054			500,000		—			—			7,301,454
Sales of investments		(4,556,650	)		(6,285,991	)		—		—			—			(10,842,641	)
Realized gains		1,951,444			4,969,326			—		—			—			6,920,770
Net change in unrealized appreciation (depreciation) included in earnings		(2,241,704	)		(5,484,429	)		12,692		(23,978	)		—			(7,737,419	)
Fair Value as of September 30, 2014	$	82,754,840		$	169,113,115		$	861,302	$	570,377		$	—		$	253,299,634
Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2014	$	(2,241,704	)	$	(5,484,429	)	$	12,692	$	(23,978	)	$	—		$	(7,737,419	)
Liabilities:
Fair Value of June 30, 2014	$	—		$	—		$	—	$	—		$	159,000		$	159,000
Gain on fair value adjustment for embedded derivative		—			—			—		—			(147,000	)		(147,000	)
Fair Value as of September 30, 2014	$	—		$	—		$	—	$	—		$	12,000		$	12,000

34

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

	Nine months ended September 30, 2015 (Unaudited)
	Common Stock			Preferred Stock			Debt Investments			Warrants			Embedded Derivative			Total
Assets:
Fair value as of December 31, 2014	$	85,598,467		$	193,847,045		$	1,374,210		$	904,345		$	—		$	281,724,067
Purchases of investments		2,680			16,168,653			1,022,107			—			—			17,193,440
Sales of investments		(1,886,373	)		(3,362,594	)		(50,000	)		—			—			(5,298,967	)
Realized losses		(2,290,880	)		(7,563,262	)		(27,190	)		—			—			(9,881,332	)
Exercises, conversions and assignments(1)		—			295,801			(295,801	)		—			—			—
Amortization of fixed income security premiums and discounts		—			—			36,117			—			—			36,117
Net change in unrealized appreciation (depreciation) included in earnings		13,710,261			22,232,398			148,118			(408,468	)		—			35,682,309
Fair Value as of September 30, 2015	$	95,134,155		$	221,618,041		$	2,207,561		$	495,877		$	—		$	319,455,634
Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2015	$	10,869,673		$	15,198,644		$	142,426		$	(408,468	)	$	—		$	25,802,275
Liabilities:
Fair Value of December 31, 2014	$	—		$	—		$	—		$	—		$	1,000		$	1,000
Gain on fair value adjustment for embedded derivative		—			—			—			—			(1,000	)		(1,000	)
Fair Value as of September 30, 2015	$	—		$	—		$	—		$	—		$	—		$	—

	Nine months ended September 30, 2014 (Unaudited)
	Common Stock			Preferred Stock			Common Membership Interest			Term Loan			Warrants			Embedded Derivative			Total
Assets:
Fair value as of December 31, 2013	$	81,410,161		$	129,925,500		$	557,084		$	750,000		$	489,657		$	—		$	213,132,402
Purchases of investments		1,788,941			40,317,993			—			3,664,225			159,993			—			45,931,152
Sales of investments		(4,556,650	)		(9,286,230	)		—			—			(75,988	)		—			(13,918,868	)
Realized gains included in earnings		1,951,444			4,969,326			—			—			—			—			6,920,770
Exercises, conversions and assignments – In(2)		1,273,125			6,074,063			—			—			—			—			7,347,188
Exercises, conversions and assignments – Out(2)		(2,006,077	)		(1,273,125	)		(500,000	)		(3,567,986	)		—			—			(7,347,188	)
Net change in unrealized appreciation (depreciation) included in earnings		20,817,652			(1,614,412	)		(57,084	)		15,063			(3,285	)		—			19,157,934
Transfers Out of Level 3		(17,923,756	)		—			—			—			—			—			(17,923,756	)
Fair Value as of September 30, 2014	$	82,754,840		$	169,113,115		$	—		$	861,302		$	570,377		$	—		$	253,299,634
Net change in unrealized appreciation (depreciation) of Level 3 investments still held as of September 30, 2014	$	15,754,143		$	343,302		$	—		$	11,212		$	39,370		$	—		$	16,148,027
Liabilities:
Fair Value of December 31, 2013	$	—		$	—		$	—		$	—		$	—		$	799,000		$	799,000
Gain on fair value adjustment for embedded derivative		—			—			—			—			—			(787,000	)		(787,000	)
Fair Value as of September 30, 2014	$	—		$	—		$	—		$	—		$	—		$	12,000		$	12,000

35

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 3 — INVESTMENTS AT FAIR VALUE  – (continued)

(1) During the three and nine months ended September 30, 2015, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company	Transfer from	Transfer to
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))	Term Loan, 12%, 09/30/15	Preferred shares, Series A

(2) During the nine months ended September 30, 2014, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company	Transfer from	Transfer to
2U, Inc. (f/k/a 2tor, Inc.)	Preferred shares, Series A	Common Stock
Fullbridge, Inc.	Term loan, 10%, 3/31/15	Preferred shares, Series D
CUX, Inc. (d/b/a CorpU)	Common Stock	Convertible preferred shares, Series C
NestGSV Silicon Valley, LLC	Common Membership Interest	Preferred shares, Series C
NestGSV, Inc.	Convertible Promissory Note, 12%, 6/30/14	Preferred shares, Series C
NestGSV, Inc.	Convertible Promissory Note, 12%, 6/30/14	Preferred shares, Series C
Fullbridge, Inc.	Convertible Promissory Note, 10%, 2/16/15	Preferred shares, Series D

During the three and nine months ended September 30, 2015, there were no transfers between levels. During the three and nine months ended September 30, 2014, the following transfers between levels occurred as a result of the IPOs of several portfolio companies, as well as the expiration of lock-up agreements described in the table below.

Portfolio Company	Corporate Action	IPO/Lock-up Expiration Date	Transfer from	September 30, 2014 Valuation Method
2U, Inc. (f/k/a 2tor, Inc.)	Lock-up Expiration	9/24/2014	Level 2 to Level 1	Exchange Traded Price, 10.0% DLOM
2U, Inc. (f/k/a 2tor, Inc.)	IPO	3/28/2014	Level 3 to Level 2	Exchange Traded Price, 17.5% DLOM
Twitter, Inc.	Lock-up Expiration	5/5/2014	Level 2 to Level 1	Exchange Traded Price, 0% DLOM
Chegg, Inc.	Lock-up Expiration	5/11/2014	Level 2 to Level 1	Exchange Traded Price, 0% DLOM
TrueCar, Inc.	IPO	5/15/2014	Level 3 to Level 2	Exchange Traded Price, 17.5% DLOM
Control4 Corporation	Lock-up Expiration	1/29/2014	Level 2 to Level 1	Exchange Traded Price, 0% DLOM
Violin Memory, Inc.	Lock-up Expiration	3/26/2014	Level 2 to Level 1	Exchange Traded Price, 0% DLOM

The portfolio companies in which the Company invests periodically offer their shares in IPOs, which are typically subject to lock-up agreements for 180 days following the IPO. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies — Summary of Significant Accounting Policies — Levelling Policy” for further detail.

36

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 4 — EQUITY OFFERINGS AND RELATED EXPENSES

No new shares of the Company’s common stock were issued during the nine months ended September 30, 2015 or the nine months ended September 30, 2014.

NOTE 5 — NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON
           SHARE — BASIC AND DILUTED

The following information sets forth the computation of basic and diluted net increase in net assets resulting from operations per common share for the three and nine months ended September 30, 2015 and September 30, 2014. The use of the if-converted method as promulgated under ASC 260 considers all potentially dilutive securities in a company’s capital structure when calculating diluted earnings per share, regardless of whether it would be economically beneficial for a holder of such potentially dilutive security to exercise their conversion option (such as out of the money warrants.) In scenarios where diluted net increase in net assets resulting from operations per share is higher than basic net increase in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the diluted net increase in net assets resulting from operations per share figure. In scenarios where diluted net decrease in net assets resulting from operations per share is lower than basic net decrease in net assets resulting from operations per share, ASC 260 prohibits the separate presentation of the net decrease in net assets resulting from operations per share figure.

	(Unaudited)				(Unaudited)
	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014
Net increase in net assets resulting from operations per share – basic:
Net increase in net assets resulting from operations	$	8,852,691	$	6,018,713	$	26,598,814	$	5,178,111
Weighted-average common shares – basic		19,320,100		19,320,100		19,320,100		19,320,100
Net increase in net assets resulting from operations per share – basic:	$	0.45	$	0.31	$	1.37	$	0.27
Net increase in net assets resulting from operations per share – diluted:
Net increase in net assets resulting from operations, before adjustments		8,852,691		6,018,713		26,598,814		5,178,111
Adjustments for interest on Convertible Senior Notes and deferred financing costs		1,121,043		1,138,887		3,284,307		—
Net increase in net assets resulting from operations, as adjusted		9,973,734		7,157,600		29,883,121		5,178,111
Weighted-average common shares outstanding – basic		19,320,100		19,320,100		19,320,100		19,320,100
Adjustments for dilutive effect of Convertible Senior Notes(1)		4,244,128		4,244,128		4,244,128		—
Weighted-average common shares outstanding – diluted		23,564,228		23,564,228		23,564,228		19,320,100
Net increase in net assets resulting from operations per share – diluted	$	0.42	$	0.30	$	1.27	$	0.27

(1) For the nine months ended September 30, 2014, 4,244,128 potentially dilutive common shares were excluded from the calculation of the diluted weighted-average common shares outstanding because the effect of these shares would have been anti-dilutive.

37

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 6 — COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. At September 30, 2015 and December 31, 2014, the Company had not entered into any investment agreements that required it to make a future investment in a portfolio company.

The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against it. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

NOTE 7 — FINANCIAL HIGHLIGHTS

	Three months ended September 30, 2015 (Unaudited)			Three months ended September 30, 2014 (Unaudited)
Per Share Data:
Net asset value at beginning of period	$	15.72		$	14.86
Net investment loss		(1.70	)(1)		(0.25	)(1)
Net realized gains on investments		1.40	(1)		0.89	(1)
(Provision)/Benefit for taxes on net realized gains		0.59	(1)		(0.36	)(1)
Net change in unrealized appreciation/(depreciation) of investments		(1.14	)(1)		0.06	(1)
(Provision)/Benefit for taxes on unrealized appreciation/(deprecation) of investments		1.30	(1)		(0.03	)(1)
Net asset value at end of period	$	16.17		$	15.17
Per share market value at end of period	$	7.85		$	10.01
Total return based on net asset value		2.86	%(2)		2.09	%(2)
Total return based on market value		(23.86	)%(2)		(5.30	)%(2)
Shares outstanding at end of period		19,320,100			19,320,100
Ratios/Supplemental Data:
Net assets at end of period	$	312,502,487		$	293,144,555
Average net assets	$	303,720,148		$	293,430,624
Annualized ratios
Ratio of total operating expenses to average net assets(3)		8.24	%		11.18	%
Ratio of net income tax provisions to average net assets(3)		12.87	%		1.42	%
Ratio of net operating expenses to average net assets(3)		21.11	%		12.60	%
Ratio of net investment loss to average net assets(3)		(43.30	)%		(6.60	)%
Portfolio turnover ratio		1.78	%		2.81	%

38

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 7 — FINANCIAL HIGHLIGHTS  – (continued)

	Nine months ended September 30, 2015 (Unaudited)			Nine months ended September 30, 2014 (Unaudited)
Per Share Data
Net asset value at beginning of period	$	14.80	(1)	$	14.91	(1)
Net investment loss		(2.28	)(1)		(0.57	)(1)
Net realized gains on investments		2.80	(1)		0.92	(1)
(Provision)/Benefit for taxes on net realized gains		0.02	(1)		(0.38	)(1)
Net change in unrealized appreciation of investments		0.00	(1)		0.49	(1)
(Provision)/Benefit for taxes on unrealized appreciation of investments		0.83	(1)		(0.20	)(1)
Net asset value at end of period	$	16.17		$	15.17
Per share market value at end of period	$	7.85		$	10.01
Total return based on net asset value		9.26	%(2)		1.74	%(2)
Total return based on market value		(9.04	)%(2)		(17.20	)%(2)
Shares outstanding at end of period		19,320,100			19,320,100
Ratios/Supplemental Data:
Net assets at end of period		312,502,487			293,144,555
Average net assets		299,491,050			285,484,323
Annualized ratios
Ratio of total operating expenses to average net assets(3)		11.31	%		8.90	%
Ratio of net income tax provisions to average net assets(3)		(1.12	)%		1.22	%
Ratio of net operating expenses to average net assets(3)		10.19	%		10.12	%
Ratio of net investment loss to average net assets(3)		(19.63	)%		(5.20	)%
Portfolio turnover ratio		4.53	%		12.59	%

(1) Based on weighted-average number of shares outstanding for the year/period.

(2) Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the period. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share.

(3) Financial Highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Non-recurring expenses are not annualized. For each of the three and nine months ended September 30, 2015 and 2014, the Company did not incur any non-recurring expenses. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.

NOTE 8 — INCOME TAXES

The Company has elected to be treated as a RIC for U.S. federal income tax purposes for the 2014 taxable year. Accordingly, the Company must generally distribute at least 90% of its ICTI to qualify for the treatment accorded to a RIC and to maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the ninth month following the close of that fiscal year or (2) the extended due date for filing the federal income tax return for that fiscal year.

39

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 8 — INCOME TAXES  – (continued)

As a result of the Company electing to be treated as a RIC in September 2015 in connection with the filing of its 2014 tax return, it may be required to pay a corporate-level U.S. federal income tax on the amount of the net built-in gains, if any, in its assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) as of the date of conversion (i.e., the beginning of the first taxable year that the Company qualifies as a RIC, which would be January 1, 2014) to the extent that such gains are recognized by the Company during the applicable recognition period, which is the five-year period beginning on the date of conversion.

Any corporate-level built-in-gains tax is payable at the time the built-in gains are recognized (which generally will be the years in which the assets with built-in gains are sold in a taxable transaction). The amount of this tax will vary depending on the assets that are actually sold by the Company in this 5-year period, the actual amount of net built-in gain or loss present in those assets as of the date of conversion, and the effective tax rates at such times. The payment of any such corporate-level U.S. federal income tax on built-in gains will be a Company expense that will reduce the amount available for distribution to stockholders. The built-in-gains tax is calculated by determining the RIC’s net unrealized built-in gains, if any, by which the fair market value of the assets of the RIC at the beginning of its first RIC year exceeds the aggregate adjusted basis of such assets at that time.

As of January 1, 2014, the Company had net unrealized built-in gains. It did not incur a built-in-gains tax for the 2014 tax year due to the fact that there are sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses. The Company has recorded a $9.4 million deferred tax liability as of September 30, 2015, of which approximately $7.1 million has been recorded in the event such gains are recognized by December 31, 2019. As a result of the Company’s election to be treated as a RIC, the Company recognized $9.7 million in tax benefits for the three months ended September 30, 2015.

The GSVC Holdings are C corporations for U.S. federal and state income tax purposes. The Company uses the asset and liability method to account for the GSVC Holdings’ income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between the financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carryforwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences. The Company has recorded a $9.4 million deferred tax liability as of September 30, 2015, of which approximately $2.3 million relates to the difference in the book and tax basis of certain equity investments and tax net operating losses held by the GSVC Holdings.

For the three and nine months ended September 30, 2015, the Company and the GSVC Holdings recorded a current income tax expense of $0.8 million. Of this amount, $0.8 million was income tax paid by the Company on undistributed long-term capital gains for the 2014 tax year.

For the three and nine months ended September 30, 2014, the Company did not recognize a current income tax expense or benefit.

For U.S. federal and state income tax purposes, a portion of the GSVC Holdings’ net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes.

40

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 8 — INCOME TAXES  – (continued)

The Company and the GSVC Holdings identified their major tax jurisdictions as U.S. federal and California and may be subject to the taxing authorities’ examination for the tax years 2011 – 2014 and 2010 – 2014, respectively.

The Company and the GSVC Holdings accrue all interest and penalties related to uncertain tax positions as incurred. As of September 30, 2015, there were no interest or penalties incurred related to uncertain tax positions.

NOTE 9 — LONG TERM LIABILITIES

Convertible Senior Notes payable

On September 17, 2013, the Company issued $69 million aggregate principal amount of the Convertible Senior Notes (including $9 million aggregate principal amount issued pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Senior Notes). The Convertible Senior Notes bear interest at a fixed rate of 5.25% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2014. The Convertible Senior Notes are convertible into shares of the Company’s common stock based on an initial conversion rate of 61.5091 shares of the Company’s common stock per $1,000 of principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $16.26 per share of common stock. The Convertible Senior Notes mature on September 15, 2018, unless previously repurchased or converted in accordance with their terms. The Company does not have the right to redeem the Convertible Senior Notes prior to maturity.

The terms of the offering required the Company to place a portion of the proceeds of the offering ($10,867,500) in an escrow account (the “Interest Escrow”) with U.S. Bank National Association (the “Trustee”) under the indenture pursuant to which the notes were issued. Funds in the Interest Escrow were used to purchase six U.S. Treasury Strips (“Government Securities”) with an original cost of $10,845,236. The Government Securities have been, and will continue to be used to make the first six scheduled interest payments on the notes, unless the Company elects to make the interest payments from the Company’s available funds. The interest payments on the Convertible Senior Notes are secured by a pledge of the Company’s interest in the Interest Escrow. At September 30, 2015, the remaining Government Securities are shown on the Condensed Consolidated Schedule of Investments and have an amortized cost of $3,669,246. In addition to the Government Securities, at September 30, 2015, the Interest Escrow contained $27,931 of excess funds from the offering that will be used to secure the payment of the notes and is included as “Restricted Cash” on the Condensed Consolidated Statements of Assets and Liabilities. “Restricted Cash” also includes a $25,000 deposit for the Company’s fidelity bond.

	September 30, 2015			December 31, 2014
	(Unaudited)
Aggregate Principal Amount of Convertible Senior Notes	$	69,000,000		$	69,000,000
Less Amortization of Embedded Derivative Discount		(437,923	)		(537,647	)
Convertible Senior Notes payable 5.25% due September 15, 2018	$	68,562,077		$	68,462,353

As of September 30, 2015, the principal amount of the Convertible Senior Notes exceeded the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.

The Convertible Senior Notes are the Company’s senior, unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes, equal in right of payment to any future unsecured indebtedness that is not so subordinated to the Convertible Senior Notes, junior (other than to the extent of the Interest Escrow) to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all future indebtedness (including trade payables) incurred by the Company’s subsidiaries.

41

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 9 — LONG TERM LIABILITIES  – (continued)

Embedded Derivative

The Convertible Senior Notes contain an interest make-whole payment provision pursuant to which holders who convert their notes prior to September 15, 2016 will receive, in addition to a number of shares the Company’s common stock calculated at the applicable conversion rate for the principal amount of notes being converted, the cash proceeds from sale by the escrow agent of the portion of the Government Securities in the escrow account that are remaining with respect to any of the first six interest payments that have not been made on the notes being converted. Under ASC 815-10-15-74(a), the interest make-whole payment is considered an embedded derivative and is separated from the host contract, the Convertible Senior Notes, and carried at fair value.

The Company used a binomial lattice model to estimate the fair value of the embedded derivative in the Convertible Senior Notes. A binomial lattice model generates potential outcomes at various points in time, starting from the date of valuation until the expiration date of the embedded derivative. The estimated fair value of the embedded derivative as of September 30, 2015 is $0 as shown on the Condensed Consolidated Statement of Assets and Liabilities.

Credit Facility

The Company entered into the Loan Agreement, effective December 31, 2013, with Silicon Valley Bank to provide the Company with an $18 million Credit Facility. Under the Credit Facility, the Company is permitted to borrow an amount equal to the lesser of $18 million or 20% of the Company’s then-current net asset value.

The Credit Facility, matures on December 31, 2016, and bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% and (ii) 8.0% on amounts drawn under the facility based on a 360-day year. In addition, a fee of $180,000 per annum (1.0% of the $18 million revolving line of credit) is charged under the Loan Agreement. Under the terms of the Credit Facility, the Company must repay all outstanding borrowings so that there is at least one 30-day period every twelve months during which the Company has no balance outstanding. Under the Loan Agreement, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, change of control, and the occurrence of a material adverse effect.

The Credit Facility is secured by all of the Company’s property and assets, except for the Company’s assets pledged to secure certain obligations in connection with the Company’s issuance of the Convertible Senior Notes and, as provided for in the Loan Agreement, as may be pledged in connection with any future issuance by the Company of Convertible Senior Notes on substantially similar terms. As of September 30, 2015, the Company had no borrowings under the Credit Facility. For the nine months ended September 30, 2015, the Company had average borrowings outstanding of $4,963,370 under the Credit Facility.

Borrowing under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act. In addition, under the Loan Agreement, and as provided for therein, the Company has agreed not to incur certain additional permitted indebtedness in an aggregate amount exceeding 50% of the Company’s then-applicable net asset value.

42

GSV CAPITAL CORP. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015 (Unaudited)

NOTE 10 — SUBSEQUENT EVENTS

Portfolio Activity

From September 30, 2015 through November 9, 2015, the Company closed on investment purchases of $1,200,000 plus transaction costs as shown in following table. “Total Gross Payments” include the cost of entering into a portfolio company investment. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies” for further detail.

Portfolio Company	Industry		Transaction Date		Gross Payments
GSV Sustainability Partners		Clean Technology		October 1, 2015	$	600,000
GSV Sustainability Partners		Clean Technology		November 2, 2015		600,000
Total Gross Payments					$	1,200,000

From September 30, 2015 through November 9, 2015, the Company sold no investments.

The Company is presently in the final stages of negotiations with respect to several private company investments that it anticipates entering into within the next 30 to 60 days, subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated. From September 30, 2015 through November 9, 2015, the Company has made no such escrow deposits.

Dividends

On November 4, 2015, the Company’s board of directors declared a dividend of $2.76 per share payable on December 31, 2015 to stockholders of record at the close of business on November 16, 2015. The ex-dividend date, which is the day that the Company’s common stock will begin trading without the dividend, is January 4, 2016. The dividend will be paid in cash or shares of the Company’s common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders will be limited to approximately 50% of the total dividend to be paid to all stockholders; provided, however, that in no event will the Company distribute less than 20% of the total dividend in cash. The remainder of the dividend (approximately 50%) will be paid in the form of shares of the Company’s common stock. The number of shares of the Company’s common stock to be issued to stockholders receiving all or a portion of the dividend in shares of common stock will be based on the volume weighted-average price per share of GSV Capital’s common stock on the Nasdaq Capital Market on December 28, 29 and 30, 2015.

This dividend is being made in accordance with certain applicable Treasury regulations and private letter rulings on cash/stock dividends issued by the Internal Revenue Service (“IRS”) over the years that allow a publicly traded RIC to satisfy its distribution requirements from a distribution paid partly in common stock provided that at least 20% of the distribution is payable in cash and certain other requirements are satisfied.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about GSV Capital, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

• our future operating results;

• our business prospects and the prospects of our portfolio companies;

• the impact of investments that we expect to make;

• our contractual arrangements and relationships with third parties;

• the dependence of our future success on the general economy and its impact on the industries in which we invest;

• the ability of our portfolio companies to achieve their objectives;

• our expected financings and investments;

• the adequacy of our cash resources and working capital; and

• the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

• an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our equity investments in such portfolio companies;

• an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;

• an inability to access the equity markets could impair our investment activities;

• interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and

• the risks, uncertainties and other factors we identify in “Risk Factors” in our annual report on Form 10-K and elsewhere in this quarterly report on Form 10-Q and in our filings with the SEC.

Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in our annual report on Form 10-K, in the “Risk Factors” section. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q.

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The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.

Overview

We (the “Company,” “we,” “our,” “GSV Capital” or “GSV”) are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act. Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments. We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies. We have also invested, on an opportunistic basis, in select publicly traded equity securities of rapidly growing companies that otherwise meet our investment criteria, and may continue to do so in the future. In addition, while we invest primarily in U.S. companies, we may invest on an opportunistic basis in certain non-U.S. companies that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

We acquire our investments through direct investments with prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. Our investment activities are managed by GSV Asset Management. GSV Capital Service Company provides the administrative services necessary for us to operate.

Our investment philosophy is premised on a disciplined approach of identifying high-growth emerging companies across several key industry themes which may include, among others, social mobile, cloud computing and big data, internet commerce, sustainability and education technology. Our investment adviser’s investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the company’s growth potential, the quality of recurring revenues and cash flow and cost structures, as well as an understanding of key market fundamentals. Many of the companies that our investment adviser, GSV Asset Management, evaluates have financial backing from top-tier venture capital funds or other financial or strategic sponsors.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than common stock and are generally convertible into common stock at our discretion. Our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

Investments — (Portfolio Activity)

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments as well as sales of existing investments. The fair value, as of September 30, 2015, of all of our portfolio investments, excluding U.S. Treasury Bills and Strips, was $349,790,374. The following table summarizes the investment purchases we funded during the nine months ended September 30, 2015. “Total Gross Payments” include both the actual cost of an investment as well as capitalized costs, (such as legal and other fees) associated with entering into a portfolio company investment. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for further detail.

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Fundings by Portfolio Company (Industry)	Quarter ended March 31, 2015		Quarter ended June 30, 2015		Quarter ended September 30, 2015		Total through September 30, 2015
NestGSV, Inc. (d/b/a GSV Labs, Inc.) (Incubator)	$	1,000,000	$	1,499,999	$	1,000,000	$	3,499,999
Fullbridge, Inc. (Business Education)		964,042		—		—		964,042
Lyft, Inc. (Peer to Peer Ridesharing)		2,499,985		—		—		2,499,985
PayNearMe, Inc. (Cash Payment Network)		3,999,998		—		—		3,999,998
GSV Sustainability Partners (Clean Technology)		500,000		—		600,000		1,100,000
Earlyshares.com, Inc. (Equity Crowdfunding)		—		50,000		—		50,000
Enjoy Technology, Inc. (Online Shopping)		—		—		4,000,000		4,000,000
Aspiration Partners, Inc. (Financial Services)		—		—		999,975		999,975
Capitalized Fees		26,100		4,440		2,120		32,660
Total Gross Payments	$	8,990,125	$	1,554,439	$	6,602,095	$	17,146,659

The table below summarizes the investments we sold during the nine months ended September 30, 2015.

Sales by Portfolio Company	Quarter Ended		Shares Sold		Average Net Share Price(1)		Net Proceeds		Realized Gain/(Loss)(2)
Twitter, Inc.		March 31, 2015		400,000	$	48.90	$	19,558,200	$	13,220,095
Twitter, Inc.		June 30, 2015		400,000		51.52		20,608,011		13,666,419
2U, Inc. (f/k/a 2tor, Inc.)		September 30, 2015		1,319,233		35.77		47,192,835		37,160,718
SugarCRM, Inc.		September 30, 2015		375,000		5.00		1,874,000		549,710
Global Education Learning (Holdings) Ltd.(3)		September 30, 2015		N/A		N/A		3,354,594		—
Totus Solutions, Inc.(4)		September 30, 2015		N/A		N/A		50,000		(6,052,203	)
DailyBreak, Inc.		September 30, 2015		2,225,795		0.00		3,000		(2,854,204	)
The rSmart Group, Inc.		September 30, 2015		1,201,923		0.00		5,000		(1,264,160	)
NewZoom, Inc.		September 30, 2015		1,250,000		0.00		0		(260,476	)
Totals							$	92,645,640	$	54,165,899

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s).

(2) Realized gains (losses) excludes any realized gains (losses) incurred on the maturity of our treasury investments.

(3) Represents a tax distribution from Global Education Learning (Holdings) Ltd.

(4) Represents sales of multiple share classes as well a debt investment in Totus Solutions, Inc.

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Results of Operations

For the three months ended September 30, 2015 and 2014

Operating results for the three months ended September 30, 2015 and 2014 are as follows:

	September 30, 2015 (Unaudited)						September 30, 2014 (Unaudited)
	Total			Per Basic Share(1)			Total			Per Basic Share(1)
Total Investment Income	$	39,363		$	0.00		$	21,971		$	0.00
Interest income		39,363			0.00			21,971			0.00
Dividend income		—			—			—			—
Total Operating Expenses	$	6,239,277		$	0.31		$	8,271,569		$	0.43
Management fees		2,063,017			0.11			1,949,705			0.10
Incentive fees		1,062,535			0.05			3,684,300			0.19
Costs incurred under Administration Agreement		598,456			0.03			718,896			0.04
Directors’ fees		94,620			0.00			65,000			0.00
Professional fees		265,429			0.01			442,683			0.02
Interest and credit facility expense		1,183,833			0.06			1,442,063			0.07
Income tax expense		852,970			0.04			—			—
Other expenses		118,417			0.01			115,922			0.01
Gain on fair value adjustment for embedded derivative		—			—			(147,000	)		(0.01	)
(Provision)/Benefit for Taxes on Net Investment Loss		(26,583,935	)		(1.38	)		3,368,311			0.17
Net Investment Loss		(32,783,849	)		(1.70	)		(4,881,287	)		(0.25	)
Net Realized Gains on Investments		27,289,816			1.40			17,160,816			0.89
(Provision)/Benefit for Taxes on Net Realized Gains on Investments		11,307,706			0.59			(7,006,762	)		(0.36	)
Net Change in Unrealized Appreciation/(Depreciation) of Investments		(21,981,668	)		(1.14	)		1,260,683			0.07
(Provision)/Benefit for Taxes on Unrealized Appreciation/Depreciation of Investments		25,020,686			1.30			(514,737	)		(0.03	)
Net Increase in Net Assets Resulting from Operations	$	8,852,691		$	0.45		$	6,018,713		$	0.31

(1) The per-share figures noted are based on a weighted average of 19,320,100 shares outstanding for each of the three months ended September 30, 2015 and 2014.

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For the nine months ended September 30, 2015 and 2014

Operating results for the nine months ended September 30, 2015 and 2014 are as follows:

	September 30, 2015 (Unaudited)						September 30, 2014 (Unaudited)
	Total			Per Basic Share(1)			Total			Per Basic Share(1)
Total Investment Income	$	222,278		$	0.01		$	159,819		$	0.01
Interest income		175,497			0.01			158,932			0.01
Dividend income		46,781			0.00			887			0.00
Total Operating Expenses	$	25,325,131		$	1.30		$	18,995,663		$	0.98
Management fees		5,994,530			0.31			5,639,564			0.29
Incentive fees		10,839,602			0.56			5,498,585			0.28
Costs incurred under Administration Agreement		2,185,888			0.11			2,557,129			0.13
Directors’ fees		287,426			0.01			195,000			0.01
Professional fees		1,001,401			0.05			1,301,777			0.07
Interest and credit facility expense		3,781,419			0.20			4,155,759			0.22
Income tax expense		852,970			0.04			—			—
Other expenses		382,895			0.02			434,849			0.02
Gain on fair value adjustment for embedded derivative		(1,000	)		—			(787,000	)		(0.04	)
(Provision)/Benefit for Taxes on Net Investment Loss		(18,865,865	)		(0.98	)		7,740,594			0.40
Net Investment Loss		(43,968,718	)		(2.28	)		(11,095,250	)		(0.57	)
Net Realized Gains on Investments		54,144,833			2.80			17,842,995			0.92
(Provision)/Benefit for Taxes on Net Realized Gains on Investments		342,802			0.02			(7,285,295	)		(0.38	)
Net Change in Unrealized Appreciation of Investments		58,014			0.00			9,659,729			0.50
(Provision)/Benefit for Taxes on Unrealized Appreciation of Investments		16,021,883			0.83			(3,944,068	)		(0.20	)
Net Increase in Net Assets Resulting from Operations	$	26,598,814		$	1.37		$	5,178,111		$	0.27

(1) The per-share figures noted are based on a weighted average of 19,320,100 shares outstanding for each of the nine months ended September 30, 2015 and 2014.

Comparison of the three and nine months ended September 30, 2015 and 2014

Investment Income

Investment income increased to $39,363 for the three months ended September 30, 2015, as compared to $21,971 for the three months ended September 30, 2014. The increase was primarily due to a larger average balance of debt investments held during the three months ended September 30, 2015, as compared to the three months ended September 30, 2014.

Investment income increased to $222,278 for the nine months ended September 30, 2015, as compared to $159,819 for the nine months ended September 30, 2014. The increase was primarily due to a larger average balance of debt investments held during the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014.

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Operating Expenses

Total operating expenses decreased to $6,239,277 for the three months ended September 30, 2015, as compared to $8,271,569 for the three months ended September 30, 2014. The decrease of $2,032,292 was primarily due to a decrease in incentive fees and, to a lesser extent, a decrease in interest expense. These decreases were partially offset by increases in income taxes and management fees. The decrease in incentive fees resulted from the decrease in the fair value of our portfolio for the three months ended September 30, 2015 relative to the three months ended September 30, 2014. The primary drivers of the decrease in our portfolio’s fair value were the sales of 2U, Inc. (f/k/a 2tor, Inc.) and the change in unrealized depreciation of Twitter, Inc., Dropbox, Inc. and Learnist Inc. (f/k/a Grockit, Inc.). The decrease in interest expense resulted from decreased average borrowings under the Credit Facility for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014. The increase in income tax expense resulted from income derived from the GSVC Holdings and tax on undistributed gains we earned. The increase in management fees resulted from an increase in our average gross assets under management for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014.

Total operating expenses increased to $25,325,131 for the nine months ended September 30, 2015, as compared to $18,995,663 for the nine months ended September 30, 2014. The increase of $6,329,468 was primarily due to a significant increase in incentive fees and, to a lesser extent, an increase in income taxes and a significant decrease in the gain on the fair value of the embedded derivative liability for the nine months ended September 30, 2015. These increases were partially offset by decreases in costs incurred under the Administration Agreement and interest expense. The increase in incentive fees resulted from the appreciation of the fair value of our portfolio for the nine months ended September 30, 2015 relative to the nine months ended September 30, 2014. The primary drivers of the increase in our portfolio’s fair value were the unrealized appreciation of Palantir Technologies, Inc., Dataminr, Inc., Totus Solutions, Inc., General Assembly Space, Inc. and Lyft, Inc., as partially offset by changes in the unrealized depreciation of Learnist Inc. (f/k/a Grockit, Inc.) and the sales of our investments Twitter, Inc. and 2U, Inc. The increase in income tax expense resulted from income derived from the GSVC Holdings and tax on undistributed gains we earned. As the embedded derivative is a liability, decreases in the value of the embedded derivative create a gain on the embedded derivative which reduces operating expenses. Conversely increases in the value will create a loss on the embedded derivative which increases operating expenses. For the nine months ended September 30, 2015, the gain on the fair value adjustment of the embedded derivative was $1,000, while for the nine months ended September 30, 2014 the gain on the fair value adjustment of the embedded derivative was $787,000. The decreased gains on the fair value adjustment of the embedded derivative are primarily the result of time elapsed until the expiration of the interest make-whole provision on our embedded derivative. The decrease in costs incurred under the Administration Agreement resulted from lower overhead allocation and travel expenses for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014. The decrease in the interest expense resulted from a decrease in our average borrowings under the Credit Facility for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014.

Provision/Benefit for Taxes on Net Investment Loss

For the three months ended September 30, 2015, we recognized a provision of $26,583,935 for taxes on net investment loss, compared to a corresponding benefit of $3,368,311 for the three months ended September 30, 2014. Typically for a taxable entity, a net investment loss will generate a benefit for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued benefits for taxes on net investment loss from prior periods. This reversal resulted in a provision for taxes on net investment loss for the three months ended September 30, 2015.

For the nine months ended September 30, 2015, we recognized a provision of $18,865,865 for taxes on net investment loss, compared to a corresponding benefit of $7,740,594 for the nine months ended September 30, 2014. Typically for a taxable entity, a net investment loss will generate a benefit for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued benefits for taxes on net investment loss from prior periods. This reversal resulted in a provision for taxes on net investment loss for the nine months ended September 30, 2015.

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Net Investment Loss

For the three months ended September 30, 2015, we recognized a net investment loss of $32,783,849, compared to a corresponding net investment loss of $4,881,287 for the three months ended September 30, 2014. The $27,902,562 increase in net investment loss is primarily the result of the increased provision for taxes on net investment loss, which was partially offset by the decreased operating expenses discussed above.

For the nine months ended September 30, 2015, we recognized a net investment loss of $43,968,718, compared to a corresponding net investment loss of $11,095,250 for the nine months ended September 30, 2014. The $32,873,468 increase in net investment loss is primarily the result of the increased provision for taxes on net investment loss and the increased operating expenses discussed above.

Net Realized Gains on Investments

For the three months ended September 30, 2015, net realized gains on investments were $27,289,816, which resulted from the sales of our investments in 2U, Inc. and SugarCRM Inc. These net realized gains were partially offset by losses from other smaller positions. For the three months ended September 30, 2014, net realized gains on investments were $17,160,816. The realized gains resulted primarily from the sales Twitter, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc., which were partially offset by significant losses on our investments in Totus Solutions, Inc., DailyBreak, Inc., and the rSmart Group, Inc. We also wrote-off New Zoom, Inc. and recognized a complete loss on our investment as a result of its bankruptcy.

For the nine months ended September 30, 2015, net realized gains on investments were $54,144,833, which resulted from the sales of our investments in Twitter, Inc., 2U Inc. and SugarCRM Inc. These net realized gains were partially offset by losses from other smaller positions. For the nine months ended September 30, 2014, net realized gains on investments were $17,842,995. The realized gains resulted primarily from the sales of Twitter, Inc., Control4 Corporation, Facebook, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc. These gains were offset by losses resulting from the sales of Violin Memory, Inc. and Silver Springs Networks, Inc.

Provision/Benefit for Taxes on Net Realized Gains on Investments

For the three months ended September 30, 2015, we recognized a benefit of $11,307,706 for taxes on net realized capital gains. Typically for a taxable entity, net realized capital gains will generate a provision for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued provisions for taxes on net realized capital gains from prior periods. This reversal resulted in a benefit for taxes on net realized capital gains for the three months ended September 30, 2015.

For the three months ended September 30, 2014, we recognized a provision of $7,006,762 for taxes on net realized capital gains. The provision for taxes on net realized capital gains was due to the significant net realized gains on the sales of Twitter, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc.

For the nine months ended September 30, 2015, we recognized a benefit of $342,802 for taxes on net realized capital gains. Typically for a taxable entity, net realized capital gains will generate a provision for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued provisions for taxes on net realized capital gains from prior periods. This reversal resulted in a benefit for taxes on net realized capital gains for the nine months ended September 30, 2015.

For the nine months ended September 30, 2014, we recognized a provision of $7,285,295 for taxes on net realized capital gains. The provision for taxes on net realized capital gains was due to gains from the sales of our shares of Twitter, Inc., Control4 Corporation, Facebook, Inc., DianRong (f/k/a SinoLending Ltd.) and ZocDoc Inc., which were offset by losses resulting from the sales of Violin Memory, Inc. and Silver Springs Networks, Inc.

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Net Change in Unrealized Appreciation/(Depreciation) of Investments

For the three months ended September 30, 2015, we had a net change in unrealized depreciation of $21,981,668. For the three months ended September 30, 2014, we had a net change in unrealized appreciation of $1,260,683. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation (depreciation) of our investment portfolio for the three months ended September 30, 2015 and 2014, respectively.

Portfolio Company	Change in Unrealized Appreciation (Depreciation)			As of September 30, 2015 (Unaudited)							As of June 30, 2015 (Unaudited)
				Cost		Fair Value		Unrealized Appreciation (Depreciation)			Cost		Fair Value		Unrealized Appreciation (Depreciation)
2U, Inc. (f/k/a 2tor, Inc.)	$	(28,187,382	)	$	—	$	—	$	—		$	10,032,117	$	38,219,499	$	28,187,382
Twitter, Inc.		(7,429,568	)		14,271,866		21,568,164		7,296,298			14,271,866		28,997,732		14,725,866
Dropbox, Inc.		(5,014,207	)		13,656,926		25,013,272		11,356,346			13,656,926		30,027,479		16,370,553
Learnist Inc. (f/k/a Grockit, Inc.)		(4,987,430	)		4,959,615		431,925		(4,527,690	)		4,959,615		5,419,355		459,740
Totus Solutions, Inc.		6,061,859			—		—		—			6,102,203		40,344		(6,061,859	)
Palantir Technologies, Inc.		5,826,172			17,200,023		54,609,192		37,409,169			17,200,023		48,783,020		31,582,997
General Assembly Space, Inc.		5,404,670			5,999,961		11,521,372		5,521,411			5,999,961		6,116,702		116,741
Dailybreak, Inc.		2,857,204			—		—		—			2,857,204		—		(2,857,204	)
The rSmart Group, Inc.		1,058,472			—		—		—			1,269,163		210,691		(1,058,472	)
Other(1)		2,428,542			252,442,487		265,327,669		12,885,182			327,570,878		338,027,518		10,456,640
Totals	$	(21,981,668	)	$	308,530,878	$	378,471,594	$	69,940,716		$	403,919,956	$	495,842,340	$	91,922,384

Portfolio Company	Change in Unrealized Appreciation (Depreciation)			As of September 30, 2014 (Unaudited)							As of June 30, 2014 (Unaudited)
				Cost		Fair Value		Unrealized Appreciation (Depreciation)			Cost		Fair Value		Unrealized Appreciation (Depreciation)
Twitter, Inc.	$	10,130,914		$	27,551,563	$	82,558,948	$	55,007,385		$	32,991,111	$	77,867,582	$	44,876,471
SugarCRM, Inc.		1,026,679			8,299,914		12,124,407		3,824,493			8,299,914		11,097,728		2,797,814
ZocDoc Inc.		(2,498,594	)		—		—		—			5,298,056		7,796,650		2,498,594
Dropbox, Inc.		(1,726,810	)		13,656,486		26,430,187		12,773,701			13,656,486		28,156,997		14,500,511
Dailybreak, Inc.		(1,486,152	)		2,882,186		—		(2,882,186	)		2,882,186		1,486,152		(1,396,034	)
Bloom Energy Corporation		(1,372,632	)		3,855,601		3,097,422		(758,179	)		3,855,601		4,470,054		614,453
Fullbridge, Inc.		(1,165,476	)		6,396,180		4,770,109		(1,626,071	)		6,396,180		5,935,585		(460,595	)
Other(1)		(1,647,246	)		325,543,686		344,558,771		19,015,085			298,667,345		319,329,676		20,662,331
Totals	$	1,260,683		$	388,185,616	$	473,539,844	$	85,354,228		$	372,046,879	$	456,140,424	$	84,093,545

(1) Other represents all investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual change in unrealized appreciation (depreciation) was less than $1,000,000 for each of the three months ended September 30, 2015 and 2014.

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For the nine months ended September 30, 2015, we had a net change in unrealized appreciation of $58,014. For the nine months ended September 30, 2014, we had a net change in unrealized appreciation of $9,659,729. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation (depreciation) of our investment portfolio for the nine months ended September 30, 2015 and 2014, respectively.

Portfolio Company	Change in Unrealized Appreciation (Depreciation)			As of September 30, 2015 (Unaudited)							As of December 31, 2014
				Cost		Fair Value		Unrealized Appreciation (Depreciation)			Cost		Fair Value		Unrealized Appreciation (Depreciation)
Twitter, Inc.	$	(22,565,661	)	$	14,271,866	$	21,568,164	$	7,296,298		$	27,551,563	$	57,413,522	$	29,861,959
2U, Inc. (f/k/a 2tor, Inc.)		(13,310,392	)		—		—		—			10,032,117		23,342,509		13,310,392
Learnist Inc. (f/k/a Grockit, Inc.)		(4,947,385	)		4,959,615		431,925		(4,527,690	)		4,959,615		5,379,310		419,695
Gilt Groupe Holdings, Inc.		(1,979,736	)		6,594,433		1,188,372		(5,406,061	)		6,594,433		3,168,108		(3,426,325	)
Palantir Technologies, Inc.		9,132,757			17,200,023		54,609,192		37,409,169			17,198,903		45,475,315		28,276,412
Dataminr, Inc.		7,931,309			3,164,265		11,876,054		8,711,789			3,164,265		3,944,745		780,480
Totus Solutions, Inc.		5,894,116			—		—		—			6,101,443		207,327		(5,894,116	)
General Assembly Space, Inc.		5,395,948			5,999,961		11,521,372		5,521,411			5,999,961		6,125,424		125,463
Lyft, Inc.		4,448,202			7,507,216		11,950,838		4,443,622			5,003,634		4,999,054		(4,580	)
Dailybreak, Inc.		2,857,204			—		—		—			2,857,204		—		(2,857,204	)
Spotify Technology S.A.		2,481,351			3,598,472		8,158,224		4,559,752			3,598,472		5,676,873		2,078,401
JAMF Holdings, Inc.		1,584,038			9,999,928		11,583,628		1,583,700			9,999,928		9,999,590		(338	)
The rSmart Group, Inc.		1,074,654			—		—		—			1,267,240		192,586		(1,074,654	)
Other(1)		2,061,609			235,235,099		245,583,825		10,348,726			304,070,935		312,358,052		8,287,117
Totals	$	58,014		$	308,530,878	$	378,471,594	$	69,940,716		$	408,399,713	$	478,282,415	$	69,882,702

Portfolio Company	Change in Unrealized Appreciation (Depreciation)			As of September 30, 2014 (Unaudited)							As of December 31, 2013
				Cost		Fair Value		Unrealized Appreciation (Depreciation)			Cost		Fair Value		Unrealized Appreciation (Depreciation)
Twitter, Inc.	$	(14,823,964	)	$	27,551,563	$	82,558,948	$	55,007,385		$	32,991,111	$	102,822,460	$	69,831,349
Control4 Corporation		(6,289,367	)		—		—		—			7,010,762		13,300,129		6,289,367
Facebook, Inc.		(4,327,603	)		—		—		—			5,236,147		9,563,750		4,327,603
Totus Solutions, Inc.		(3,458,100	)		6,100,523		369,289		(5,731,234	)		6,023,973		3,750,839		(2,273,134	)
Dailybreak, Inc.		(1,662,629	)		2,882,186		—		(2,882,186	)		2,430,950		1,211,393		(1,219,557	)
Fullbridge, Inc.		(1,582,537	)		6,396,180		4,770,109		(1,626,071	)		3,784,016		3,740,482		(43,534	)
Cricket Media (f/k/a ePals Inc.)		(1,269,670	)		2,448,276		433,847		(2,014,429	)		2,444,759		1,700,000		(744,759	)
Chegg, Inc.		(1,170,967	)		14,022,863		7,380,622		(6,642,241	)		14,022,863		8,551,589		(5,471,274	)
Violin Memory, Inc.		10,615,550			—		—		—			14,819,618		4,204,068		(10,615,550	)
Dropbox, Inc.		10,574,990			13,656,486		26,430,187		12,773,701			13,656,486		15,855,197		2,198,711
2U, Inc. (f/k/a 2tor, Inc.)		7,197,331			10,032,117		18,508,839		8,476,722			10,031,318		11,310,709		1,279,391
Palantir Technologies, Inc.		6,570,658			20,195,520		39,544,561		19,349,041			21,060,447		33,838,830		12,778,383
Silver Spring Networks, Inc.		3,002,683			—		—		—			5,145,271		2,142,588		(3,002,683	)
SugarCRM, Inc.		2,744,614			8,299,914		12,124,407		3,824,493			8,299,794		9,379,673		1,079,879
TrueCar, Inc.		1,763,989			2,015,023		4,064,146		2,049,123			2,014,863		2,299,997		285,134
Avenues Global Holdings, LLC		1,223,805			10,151,854		11,239,445		1,087,591			10,150,484		10,014,270		(136,214	)
Other(1)		550,946			264,433,111		266,115,444		1,682,333			131,431,492		132,562,879		1,131,387
Totals	$	9,659,729		$	388,185,616	$	473,539,844	$	85,354,228		$	290,554,354	$	366,248,853	$	75,694,499

(1) Other represents all investments (including U.S. Treasury Bills and U.S. Treasury Strips) for which individual change in unrealized appreciation (depreciation) was less than $1,000,000 for each of the nine months ended September 30, 2015 and 2014.

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Provision/Benefit for Taxes on Unrealized Appreciation/Depreciation of Investments

For the three months ended September 30, 2015, we recognized a benefit for taxes of $25,020,686, which resulted from the unrealized depreciation of our portfolio investments and the reversal of previous accrued provisions for taxes that resulted from our change in tax status to a RIC.

For the three months ended September 30, 2014, we recognized a provision of $514,737 for taxes on the unrealized appreciation of our portfolio investments.

The change between the two periods is due to the fact that the change in unrealized appreciation from investments decreased to approximately $21.9 million of unrealized depreciation from approximately $1.2 million of unrealized appreciation as shown in the tables above, as well as the reversal of previous accrued provisions that resulted from the change in our tax status to a RIC. The primary drivers of the decrease in our portfolio’s fair value were the sales of 2U, Inc. (f/k/a 2tor, Inc.), and the change in unrealized depreciation of Twitter, Inc., Dropbox, Inc. and Learnist Inc. (f/k/a Grockit, Inc.). Refer to the tables above for the largest components of our change in unrealized appreciation (depreciation).

For the nine months ended September 30, 2015, we recognized a benefit for taxes of $16,021,883 on the unrealized appreciation of our portfolio investments and the reversal of previous accrued provisions for taxes that resulted from our change in tax status to a RIC. Typically for a taxable entity, unrealized appreciation of investments will generate a provision for taxes; however, as a result of our election to be treated as a RIC, we have reversed the previous accrued provisions for taxes on unrealized appreciation on investments from prior periods. This reversal resulted in a benefit for taxes on unrealized appreciation of our portfolio investments for the nine months ended September 30, 2015.

For the nine months ended September 30, 2014, we recognized a provision of $3,944,068 for taxes on the unrealized appreciation of our portfolio investments.

The change between the two periods is due to the fact that the change in unrealized appreciation from investments decreased to approximately $0.1 million from approximately $9.7 million as shown in the table above, as well as the reversal of previously accrued provisions for taxes that resulted from the change in our tax status to a RIC. The primary drivers of the increase in our portfolio’s fair value was the unrealized appreciation of Palantir Technologies, Inc., Dataminr, Inc., Totus Solutions, Inc., General Assembly Space, Inc. and Lyft, Inc. These increases were largely offset by changes in unrealized depreciation of Twitter Inc. and Learnist Inc. (f/k/a Grockit, Inc.), and the sales of 2U, Inc. Refer to the tables above for the largest components of our change in unrealized appreciation (depreciation).

Net Increase in Net Assets Resulting from Operations

For the three months ended September 30, 2015, the net increase in net assets resulting from operations was $8,852,691.

For the three months ended September 30, 2014, the net increase in net assets resulting from operations was $6,018,713.

The change in net assets resulting from operations for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, resulted from the increased realized gains, the benefit for taxes on net realized capital gains and the benefit for taxes on unrealized depreciation of the portfolio as a whole, which were offset by the change in unrealized depreciation of the portfolio as a whole and the increase in the provision for taxes on net investment loss.

For the nine months ended September 30, 2015, the net increase in net assets resulting from operations was $26,598,814.

For the nine months ended September 30, 2014, the net increase in net assets resulting from operations was $5,178,111.

The change in net assets resulting from operations for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, resulted from the significant increase in realized gains, as well as the benefit for taxes on realized capital gains which resulted from the change in tax status to

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a RIC and the associated reversal of previous accrued provisions. These increases were offset by the decline in the fair value of the portfolio as a whole, the significant increase in operating expenses and the provision for taxes on net investment loss.

Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of public offerings of our equity and debt securities, advances from our Credit Facility, as well as the sales of our investments.

Our primary use of cash is to make investments and to pay our operating expenses. Our current policy is to maintain cash reserves and liquid securities in an amount sufficient to pay our operating expenses, including investment management fees and costs incurred under the Administration Agreement, for approximately two years. For the nine months ended September 30, 2015 and 2014, our operating expenses were $25,325,131 and $18,995,663, respectively.

Cash reserves and Liquid securities	As of September 30, 2015		As of September 30, 2014
Cash	$	56,844,097	$	6,517,389
Amounts available for borrowing under the Credit Facility(1)		18,000,000		18,000,000
Marketable Securities of Publicly Traded Portfolio Companies(2)
Unrestricted Securities(3)		30,096,094		89,939,570
Subject to other Sales Restrictions(4)(5)		238,646		23,006,832
Total Marketable Securities(2)		30,334,740		112,946,402
Total Cash reserves and Marketable Securities	$	105,178,837	$	137,463,791

(1) Subject to leverage and borrowing base restrictions under the Credit facility. Refer to “Note 9 — Long Term Liabilities” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for detail regarding the Credit Facility.

(2) Our portfolio investments are pledged first to secure the payment of both principal and interest on the Convertible Senior Notes. Thereafter the portfolio investments are pledged as collateral to secure any borrowings under the Credit Facility. We may incur losses if we liquidate these positions to pay operating expenses or fund new investments. The Convertible Senior Notes mature on September 15, 2018.

(3) “Unrestricted Securities” represents common stock of our publicly traded companies that are not subject to any restrictions upon sale.

(4) As of September 30, 2015, this balance represents our common shares of Cricket Media (f/k/a ePals Inc.). During the majority of the year, these shares are freely tradable, however at certain times during the year, these shares are subject to black-out periods as a result of Michael Moe’s seat on the Cricket Media (f/k/a ePals Inc.) board of directors. During the black-out periods, we are unable to sell these securities under Canadian securities law.

(5) As of September 30, 2014, this balance represented our common shares of Cricket Media (f/k/a ePals Inc.), 2U, Inc. (f/k/a 2tor, Inc.) and TrueCar, Inc. As of September 30, 2014, our shares of Cricket Media (f/k/a ePals Inc.) and 2U, Inc. (f/k/a 2tor, Inc.) were freely tradable except for black-out periods as a result of Michael Moe’s seats on the boards of directors of these companies. During the black-out periods, we are unable to sell these securities under U.S. and Canadian securities law. As of September 30, 2014, our shares of TrueCar, Inc. were subject to IPO lock-up restrictions. We are unable to sell securities that are subject to lock-up agreements for 180 days following the IPO date.

During the nine months ended September 30, 2015, cash and cash equivalents increased to approximately $56.8 million at the end of the period, from approximately $3.5 million at the beginning of the period. Net cash provided by operating activities during the nine months ended September 30, 2015, consisting primarily of the items described in “— Results of Operations,” was approximately $71.4 million. This reflects purchases and sales of portfolio investments of approximately $17.1 million and $92.6 million, respectively, as well as purchases and maturities of treasury investments of approximately $225.0 million and $300.0 million, respectively. During the period, net cash used in financing activities was $18.0 million, reflecting net repayments of borrowings under the Credit Facility.

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Equity Issuances & Debt Capital Activities

There were no sales of our equity or debt securities during the nine months ended September 30, 2015 or for the year ended December 31, 2014.

As of September 30, 2015, we had no borrowings under the Credit Facility, and $18 million unused under the Credit Facility.

Contractual Obligations

	Payments Due By Period (dollars in millions)
	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Payable for securities purchased(1)	$	22.0	$	22.0	$	—	$	—	$	—
Convertible Senior Notes		69.0		—		69.0		—		—
Credit Facility(2)(3)		—		—		—		—		—
Total	$	91.0	$	22.0	$	69.0	$	—	$	—

(1) “Payable for securities purchased” relates to the purchase of the United States Treasury Bill on margin. The payable for securities purchased was subsequently repaid on October 1, 2015 when the United States Treasury Bill matured and the $3.0 million margin deposit which was posted as collateral was returned.

(2) The total unused amount of the Credit Facility as of September 30, 2015 was $18 million.

(3) The weighted-average interest rate incurred under the Credit Facility was 6.07% for the nine months ended September 30, 2015.

Off-Balance Sheet Arrangements

As of September 30, 2015, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

Distribution Policy

The timing and amount of our dividends, if any, will be determined by our board of directors and will be declared out of assets legally available for distribution. Subsequent to quarter end, on November 4, 2015, our board of directors declared a dividend of $2.76 per share payable on December 31, 2015 to stockholders of record at the close of business on November 16, 2015. The dividend will be paid in cash or shares of our common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders will be limited to approximately 50% of the total dividend to be paid to all stockholders; provided, however, that in no event will we distribute less than 20% of the total dividend in cash. Refer to “— Recent Developments” below for more information.

We intend to focus on making capital gains-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay dividends on a quarterly basis or become a predictable distributor of dividends, and we expect that our dividends, if any, will be much less consistent than the dividends of other business development companies that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a dividend at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available therefrom in additional shares of our common stock under our dividend reinvestment plan, unless a stockholder elects to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless remain taxable to the U.S. stockholder, although no cash distribution has been

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made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. In addition, reinvested dividends have the effect of increasing our gross assets, which may correspondingly increase the management fee payable to our investment adviser, GSV Asset Management. Stockholders who hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

Although we have elected and intend to be taxed as a RIC under Subchapter M of the Code for the 2014 taxable year and subsequent years, we were taxed as a C Corporation under the Code for our 2013 taxable year. So long as we qualify and maintain our status as a RIC, we generally will not pay corporate-level U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed consolidated financial statements. Included in our condensed consolidated financial statements, the GSVC Holdings are taxable subsidiaries, regardless of whether we are a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated financial statements.

We also expect to qualify as a RIC for the 2015 tax year and going forward. At the present time, we cannot assure our investors that we will be eligible to elect to be taxed as a RIC for the 2015 taxable year. If we are not treated as a RIC for 2015, we will be taxed as a C corporation under the Code for the 2015 taxable year. See “Note 1 — Nature of Operations and Significant Accounting Policies — Significant Accounting Policies — U.S. Federal and State Income Taxes” and “Note 8 — Income Taxes” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for more information.

Borrowings

Convertible Senior Notes payable

On September 17, 2013, we issued $69 million aggregate principal amount of Convertible Senior Notes which bear interest at a fixed rate of 5.25% per year, are payable semi-annually and mature on September 15, 2018, unless previously repurchased or converted in accordance with their terms. We do not have the right to redeem the Convertible Senior Notes prior to maturity. The Convertible Senior Notes are convertible into shares of our common stock based on an initial conversion rate of 61.5091 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $16.26 per share of common stock, and which represents a premium of 58% to the $10.29 per share closing price of our common stock on November 6, 2015.

The Convertible Senior Notes are our senior, unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes, equal in right of payment to any future unsecured indebtedness that is not so subordinated to the Convertible Senior Notes, junior (other than to the extent of the Interest Escrow) to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all future indebtedness (including trade payables) incurred by our subsidiaries. “Structurally junior” indicates that creditors of a parent entity are subordinate to creditors of a subsidiary entity with respect to the subsidiary’s assets.

The terms of the Convertible Senior Notes offering required us to place approximately $10.8 million of the proceeds of the offering in an escrow account with the Trustee to secure the payment of the first six interest payments.

We incurred approximately $3.5 million of legal and other costs associated with issuing the Convertible Senior Notes. These costs were deferred and are being amortized over the life of the Convertible Senior Notes. As of September 30, 2015, of the approximately $3.5 million incurred, approximately $2.1 million remains to be amortized. See “Note 1 — Nature of Operations and Significant Accounting Policies — Summary of Significant Accounting Policies — Deferred Financing Costs” and “Note 9 — Long Term Liabilities” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for more information.

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Embedded Derivative

The Convertible Senior Notes contain an interest make-whole payment provision that allows note holders who convert their notes into common stock prior to September 15, 2016 to receive a number of shares of our common stock calculated at the applicable conversion rate for the principal amount of notes being converted, as well as the cash proceeds from the sale by the escrow agent of the portion of the Government Securities in the escrow account that are remaining with respect to any of the first six interest payments that have not been made on the notes being converted.

Refer to “Note 9 — Long Term Liabilities” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for a detailed discussion of the Convertible Senior Notes and their interest make-whole payment provision.

Credit Facility

We entered into the Loan Agreement, effective December 31, 2013, with Silicon Valley Bank to provide us with an $18 million Credit Facility, which matures on December 31, 2016, and bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% and (ii) 8.0% on amounts drawn. In addition, a fee of $180,000 per annum (1.0% of the $18 million revolving line of credit) is charged under the Loan Agreement. Under the Credit Facility, we are permitted to borrow an amount equal to the lesser of $18 million or 20% of our then-current net asset value. The Credit Facility is secured by all of our property and assets, except for our assets pledged to secure certain obligations in connection with our issuance of the Convertible Senior Notes and, as provided for in the Loan Agreement, as may be pledged in connection with any future issuance by us of convertible senior notes on substantially similar terms. As of September 30, 2015, we had no borrowings under the Credit Facility.

Refer to “Note 9 — Long Term Liabilities” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015 for a detailed discussion of the Credit Facility.

Related-Party Transactions

We have entered into the Advisory Agreement with GSV Asset Management. Pursuant to the Advisory Agreement, GSV Asset Management will be paid a base annual fee of 2.00% of gross assets, and an annual incentive fee equal to the lesser of (i) 20% of our realized capital gains during each calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature, and (ii) 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.

Incentive Fees

We have not paid GSV Asset Management any incentive fees since inception under the terms of the Advisory Agreement. However, for GAAP purposes, in accordance with the AICPA’s TPA (TIS 6910.2), we are required to accrue incentive fees as if we had fully liquidated our entire investment portfolio at the fair value stated on the Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2015 and December 31, 2014. This accrual considers both the hypothetical liquidation of our portfolio described previously, as well as our actual cumulative realized gains and losses since inception.

For the three and nine months ended September 30, 2015, we accrued incentive fees of $1,062,535 and $10,839,602, respectively, for financial statement purposes. For the three and nine months ended September 30, 2014, we accrued incentive fees of $3,684,300 and $5,498,585, respectively, for financial statement purposes.

Management Fees

GSV Asset Management earned $2,063,017 and $5,994,530 in management fees for the three and nine months ended September 30, 2015, respectively. GSV Asset Management earned $1,949,705 and $5,639,564 in management fees for the three and nine months ended September 30, 2014, respectively.

As of September 30, 2015, we were owed $205,472 from GSV Asset Management for reimbursement of expenses we paid that were the responsibility of GSV Asset Management. In addition as of September 30, 2015, we owed GSV Asset Management $19,980 for reimbursement of other expenses.

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As of December 31, 2014, we were owed $204,825 from GSV Asset Management for reimbursement of expenses we paid that were the responsibility of GSV Asset Management. In addition as of December 31, 2014, we owed GSV Asset Management $23,396 for reimbursement of other expenses.

We have entered into the Administration Agreement with GSV Capital Service Company to provide administrative services, including furnishing us with office facilities, equipment, clerical, bookkeeping services and other administrative services. We reimburse GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement. There were $598,456 and $2,185,888 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2015, respectively. There were $718,896 and $2,557,129 in such costs incurred under the Administration Agreement for the three and nine months ended September 30, 2014, respectively.

In February 2013, Mark Moe, who is the brother of our Chief Executive Officer, Michael Moe, joined NestGSV, Inc. (d/b/a GSV Labs, Inc.), one of our portfolio companies, as a Vice President of Business Development, Global Expansion. On August 26, 2014, Diane Flynn, who is the spouse of our President, Mark Flynn, joined NestGSV, Inc. (d/b/a GSV Labs, Inc.), on a contract basis as Chief Marketing Officer. In February 2015, she became the Chief Marketing Officer on a full-time basis. Ron Johnson, the CEO of Enjoy Technology, Inc., one of our portfolio companies, is the brother-in-law of our President, Mark Flynn. As of September 30, 2015, the fair value of our investments in NestGSV, Inc. and Enjoy Technology, Inc. were $7,102,299 and $5,701,035, respectively.

In addition, our executive officers and directors, and the principals of our investment adviser, GSV Asset Management, serve or may serve as officers and directors of entities that operate in a line of business similar to our own, including new entities that may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, as of September 30, 2015, GSV Asset Management also managed GSV X Fund, a global long/short absolute return fund, and Coursera@GSV Fund, LP, a special purpose vehicle comprised of an underlying investment in Coursera stock, and will likely manage one or more private funds in the future.

While the investment focus of each of these entities may be different from our investment objective, it is likely that new investment opportunities that meet our investment objective will come to the attention of one of these entities, or new entities that will likely be formed in the future in connection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made available, to us. However, our executive officers, directors and investment adviser intend to treat us in a fair and equitable manner consistent with their applicable duties under law so that we will not be disadvantaged in relation to any other particular client. In addition, while GSV Asset Management anticipates that it will from time to time identify investment opportunities that are appropriate for both us and the other funds that are currently, or in the future may be, managed by GSV Asset Management, to the extent it does identify such opportunities, GSV Asset Management has established an allocation policy to ensure that we have priority over such other funds. Our board of directors will monitor on a quarterly basis any such allocation of investment opportunities between us and any such other funds.

GSV Asset Management is the owner of the “GSV” name and marks, which we are permitted to use pursuant to a non-exclusive license agreement between us and GSV Asset Management. GSV Asset Management and its principals also use and may permit other entities to use the “GSV” name and marks in connection with businesses and activities unrelated to our operations. The use of the “GSV” name and marks in connection with businesses and activities unrelated to our operations may not be in the best interests of us or our stockholders and may result in actual or perceived conflicts of interest.

In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related-party transactions. To ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain written policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our executive officers and directors.

58

We also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our board of directors is charged with approving any waivers under our Code of Ethics. As required by the Nasdaq corporate governance listing standards, the Audit Committee of our board of directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Critical Accounting Policies

See “Note 1 — Nature of Operations and Significant Accounting Policies” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015, which describes our critical accounting policies and recently issued accounting pronouncements not yet required to be adopted by us.

Recent Developments

Portfolio Activity

From September 30, 2015 through November 9, 2015, we closed on investment purchases of $1,200,000 plus transaction costs as shown in following table. “Total Gross Payments” include the cost of entering into a portfolio company investment. Refer to “Note 1 — Nature of Operations and Significant Accounting Policies” to our Condensed Consolidated Financial Statements for the period ended September 30, 2015.

Portfolio Company	Industry		Transaction Date		Gross Payments
GSV Sustainability Partners		Clean Technology		October 1, 2015	$	600,000
GSV Sustainability Partners		Clean Technology		November 2, 2015		600,000
Total Gross Payments					$	1,200,000

From September 30, 2015 through November 9, 2015, we sold no investments.

We are presently in the final stages of negotiations with respect to several private company investments that we anticipate entering into within the next 30 to 60 days, subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated. From September 30, 2015 through November 9, 2015, we made no such escrow deposits.

Dividends

On November 4, 2015, our board of directors declared a dividend of $2.76 per share payable on December 31, 2015 to stockholders of record at the close of business on November 16, 2015. The ex-dividend date, which is the day that our common stock will begin trading without the dividend, is January 4, 2016. The dividend will be paid in cash or shares of our common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders will be limited to approximately 50% of the total dividend to be paid to all stockholders; provided, however, that in no event will we distribute less than 20% of the total dividend in cash. The remainder of the dividend (approximately 50%) will be paid in the form of shares of our common stock. The number of shares of our common stock to be issued to stockholders receiving all or a portion of the dividend in shares of common stock will be based on the volume weighted-average price per share of our common stock on the Nasdaq Capital Market on December 28, 29 and 30, 2015.

This dividend is being made in accordance with certain applicable Treasury regulations and private letter rulings on cash/stock dividends issued by the IRS over the years that allow a publicly traded RIC to satisfy its distribution requirements from a distribution paid partly in common stock provided that at least 20% of the distribution is payable in cash and certain other requirements are satisfied.

59

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, which could include changes in interest rates, to the extent we utilize leverage with variable rate structures. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest rates to directly impact the return on our portfolio investments, although any significant change in market interest rates could potentially have an indirect effect on the business, financial condition and results of operations of the portfolio companies in which we invest.

As of September 30, 2015, all of our debt investments bore a fixed rate of interest. As of September 30, 2015, all of our borrowings bore a fixed rate of interest with the exception of the Credit Facility which is indexed to the prime rate. We do not expect a significant impact on net investment income, due to changes in the prime rate, based on its historical stability. The table below, however, indicates the impact an increase in the prime rate would have on our net investment income.

At September 30, 2015 we had no borrowings under the Credit Facility, which allows us to borrow a maximum of $18.0 million. The amount we borrow under the Credit Facility will vary based on our business needs throughout the year. As such, we are not able to forecast our utilization under the Credit Facility and have thus assumed full utilization of the Credit Facility to present the largest impact rising interest rates could have on our net income. The table below shows the impact changes in interest rates could have on our net income, based on our Condensed Consolidated Statement of Assets and Liabilities as of September 30, 2015 (assuming no other changes in our investment and borrowing structure).

For the nine months ended September 30, 2015

Basis Point Change	Interest Income		Interest Expense(1)		Net Income
Up 300 Basis points		—	$	1,320,000	$	(1,320,000	)
Up 200 Basis points		—	$	1,200,000	$	(1,200,000	)
Up 100 Basis points		—	$	1,080,000	$	(1,080,000	)
Down 100 Basis points(2)		—		—		—
Down 200 Basis points(2)		—		—		—
Down 300 Basis points(2)		—		—		—

(1) Interest expense amounts are calculated assuming $18 million outstanding, with an 8% interest rate and a 360-day year, increased by the number of basis points indicated. For the nine months ended September 30, 2015, we have excluded 30 days of interest expense, as we are obligated under the terms of the Credit Facility to maintain a $0 balance outstanding for one 30-day period each calendar year.

(2) The Credit Facility, bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% and (ii) 8.0%. As such, the effective minimum interest rate we will incur on borrowings under the Credit Facility is 8%. As the prime rate was at 3.25% as of September 30, 2015, only increases in the prime rate will affect our net income.

Item 4. Controls and Procedures

As of September 30, 2015, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

60

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor any of our subsidiaries are currently a party to any material pending legal proceedings. From time to time we or our subsidiaries may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2014, and in our quarterly report on Form 10-Q for the period ended June 30, 2015, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K and in our quarterly report on Form 10-Q for the period ended June 30, 2015 are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the three months ended September 30, 2015 to the risk factors discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2014, and in our quarterly report on Form 10-Q for the period ended June 30, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Not applicable.

61

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

3.1	Articles of Amendment and Restatement(1)
3.2	Articles of Amendment(2)
3.3	Bylaws(1)
11.1	Computation of Per Share Earnings (Included in “Note 5 — Net Increase in Net Assets Resulting from Operations per Common Share — Basic and Diluted” to our Condensed Consolidated Financial Statements contained in this report)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

(1) Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein.

(2) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on June 1, 2011, and incorporated by reference herein.

* Filed herewith.

62

Schedule 12-14
 
Schedule of Investments in and Advances to Affiliates (unaudited)

Portfolio Company/Type of Investment*	Amount of Interest, Fees or Dividends Credited in Income			Fair Value at December 31, 2014		Transfers In (Out)			Purchases		Sales			Realized and Unrealized Gains/(Losses)			Fair Value at September 30, 2015
Control Investments
AlwaysOn, Inc.
Preferred shares, Series A	$	—		$	629,309	$	(629,309	)	$	—	$	—		$	—		$	—
Preferred shares, Series A-1		—			491,252		(491,252	)		—		—			—			—
Preferred warrants Series A, $1.00 strike price, expire 1/9/2017		—			—		—			—		—			—			—
StormWind, LLC(1)
Preferred shares, Series C		—			4,338,830		—			—		—			351,278			4,690,108
Preferred shares, Series B		—			4,347,608		—			—		—			359,722			4,707,330
Preferred shares, Series A		—			391,592		—			—		—			134,692			526,284
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
Preferred shares, Series D		—			1,460,557		—			3,500,000		—			8			4,960,565
Preferred shares, Series C		—			1,503,832		—			1,520		—			(332,162	)		1,173,190
Preferred shares, Series A		—			440,000		—			—		—			110,375			550,375
Preferred shares, Series B		—			265,980		—			—		—			(18,311	)		247,669
Preferred Warrant Series D – $1.33 Strike Price, Expiration Date 10/6/2019		—			65,000		—			—		—			80,000			145,000
Common shares		—			1,000		—			—		—			17,000			18,000
Preferred warrants, Series C – $1.33 Strike Price, Expiration Date 4/9/2019		—			24,375		—			—		—			(16,875	)		7,500
GSV Sustainability Partners
Preferred shares, Class A		—			4,850,000		—			1,100,156		—			(156	)		5,950,000
Common shares		—			10,000		—			—		—			—			10,000
Total Control Investments	$	—		$	18,819,335	$	(1,120,561	)	$	4,601,676	$	—		$	685,571		$	22,986,021
Affiliate Investments
AlwaysOn, Inc.
Preferred shares, Series A		—			—		629,309			—		—			(74,663	)		554,646
Preferred shares, Series A-1		—			—		491,252			320		—			(44,978	)		446,594
Preferred warrants Series A, $1.00 strike price, expire 1/9/2017		—			—		—			—		—			1,094			1,094
Whittle Schools, LLC(2)
Preferred shares, Series B		—			3,000,000		—			—		—			—			3,000,000
Common shares		—			1,500,000		—			—		—			—			1,500,000
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))
Preferred shares, Series A		—			1,705,006		—			295,801		—			(541,254	)		1,459,553
Term Loan, 12%, 09/30/15***		(7,587	)		288,114		—			—		(295,801	)		7,687			—
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017		—			165,000		—			—		—			(95,000	)		70,000
Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021		—			58,019		—			—		—			(38,679	)		19,340
Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020		—			64,322		—			—		—			(46,633	)		17,689
Preferred warrants, $1.16 Strike Price, Expiration Date 6/26/2021		—			12,736		—			—		—			(8,491	)		4,245

63

Schedule 12-14
 
Schedule of Investments in and Advances to Affiliates (unaudited) – (continued)

Portfolio Company/Type of Investment*	Amount of Interest, Fees or Dividends Credited in Income		Fair Value at December 31, 2014		Transfers In (Out)			Purchases		Sales			Realized and Unrealized Gains/(Losses)			Fair Value at September 30, 2015
CUX, Inc. (d/b/a CorpU)
Convertible preferred shares, Series C	$	—	$	2,292,582	$	—		$	—	$	—		$	(117,181	)	$	2,175,401
Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(5)		59,836		1,007,671		—			—		—			59,836			1,067,507
Convertible preferred shares, Series D		—		716,066		—			—		—			(36,601	)		679,465
Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018		—		12,508		—			—		—			(5,578	)		6,930
Cricket Media (f/k/a ePals Inc.)**(4)
Common shares		—		331,126		(331,126	)		—		—			—			—
Curious.com Inc.
Preferred shares, Series B		—		9,996,311		—			—		—			—			9,996,311
Dailybreak, Inc.
Preferred shares, Series A-1		—		—		—			—		—			—			—
Preferred shares, Series A-2		—		—		—			—		—			—			—
Declara, Inc.
Preferred shares, Series A		—		10,019,825		—			—		—			—			10,019,825
EdSurge, Inc.									—
Preferred shares, Series A		—		505,328		—			—		—			(4,527	)		500,801
Fullbridge, Inc.
Preferred shares, Series D		—		3,111,714		—			—		—			—			3,111,714
Preferred shares, Series C		—		1,625,001		—			—		—			—			1,625,001
Convertible Promissory Note, 10% Interest rate, March 02, 2016***		102,435		—		—			1,006,624		—			82,254			1,088,878
Common warrants, $0.91 Strike Price, Expiration Date 2/18/2019		—		1,862		—			—		—			12,424			14,286
Common warrants, $0.91 Strike Price, Expiration Date 4/3/2019		—		824		—			—		—			7,418			8,242
Common warrants, $0.91 Strike Price, Expiration Date 3/02/2020		—		4,121		—			—		—			1,541			5,662
Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019		—		1,923		—			—		—			1,923			3,846
Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020		—		7,143		—			—		—			(3,420	)		3,723
Common warrants, $0.91 Strike Price, Expiration Date 10/10/2018		—		824		—			—		—			824			1,648
Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018		—		—		—			—		—			1,648			1,648
Global Education
Learning (Holdings) Ltd.**
Preferred shares, Series A		—		3,995,221		—			9,200		(3,354,594	)		(250,588	)		399,239
Learnist Inc. (f/k/a Grockit, Inc.)
Preferred shares, Series D		—		2,319,014		—			—		—			(2,131,222	)		187,792
Preferred shares, Series E		—		1,610,296		—			—		—			(1,481,856	)		128,440
Preferred shares, Series F		—		1,450,000		—			—		—			(1,334,307	)		115,693

64

Schedule 12-14
 
Schedule of Investments in and Advances to Affiliates (unaudited) – (continued)

Portfolio Company/Type of Investment*	Amount of Interest, Fees or Dividends Credited in Income			Fair Value at December 31, 2014		Transfers In (Out)		Purchases		Sales			Realized and Unrealized Gains/(Losses)			Fair Value at September 30, 2015
Maven Research, Inc.
Preferred shares, Series C	$	—		$	1,999,998	$	—	$	—	$	—		$	—		$	1,999,998
Preferred shares, Series B		—			249,691		—		—		—			—			249,691
Ozy Media, Inc.
Preferred shares, Series B		—			4,999,999		—		—		—			290,562			5,290,561
Preferred shares, Series A		—			4,165,091		—		—		—			242,043			4,407,134
Preferred shares, Series Seed		—			1,573,000		—		—		—			154,898			1,727,898
PayNearMe, Inc.
Preferred shares, Series E		—			9,982,064		—		3,999,998		—			(7,175	)		13,974,887
The rSmart Group, Inc.
Preferred shares, Series B		—			192,586		—		1,920		(5,000	)		(189,506	)		—
Strategic Data Command, LLC(3)
Common shares		—			1,000,000		—		—		(12,373	)		12,373			1,000,000
Totus Solutions, Inc.
Convertible Promissory Note 6%, Expiration Date, 4/01/2016***		(2,296	)		78,425		—		760		(50,000	)		(29,185	)		—
Preferred shares, Series B		—			128,902		—		—		—			(128,902	)		—
Preferred shares, Series A		—			—		—		—		—			—			—
Common Shares		—			—		—		—		—			—			—
Total Affiliate Investments	$	152,388		$	70,172,313	$	789,435	$	5,314,623	$	(3,717,768	)	$	(5,693,221	)	$	66,865,382

* All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering.

** Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended.

*** Investment is income producing.

(1) GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary GSVC SW Holdings, Inc.

(2) GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment for which the economics are derived from the value of Avenues Global Holdings LLC.

(3) GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.

(4) On October 22, 2013, Cricket Media (f/k/a ePals Inc.), priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. At September 30, 2015, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its September 30, 2015 closing price. GSV Capital Corp.’s Chief Executive Officer, Michael Moe serves on the board of directors for Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law.

(5) Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015.

65

Schedule 12-14
 
Schedule of Investments in and Advances to Affiliates

Portfolio Company/Type of Investment*	Amount of Interest, Fees or Dividends Credited in Income		Fair Value at December 31, 2013		Purchases		Sales		Realized and Unrealized Gains/(Losses)			Fair Value at December 31, 2014
Control Investments
AlwaysOn, Inc.
Preferred shares, Series A-1	$	—	$	600,000	$	251,240	$	—	$	(359,988	)	$	491,252
Preferred shares, Series A		—		203,011		—		—		426,298			629,309
Preferred warrants Series A-1, $0.19 strike price, expire 12/31/2014		—		—		—		—		—			—
Preferred warrants Series A, $1.00 strike price, expire 1/9/2017		—		—		—		—		—			—
StormWind, LLC(1)
Preferred shares, Series C		—		—		4,000,787		—		338,043			4,338,830
Preferred shares, Series B				4,205,142		—		—		142,466			4,347,608
Preferred shares, Series A				—		110,000		—		281,592			391,592
Preferred Unit Warrants $1.76 Strike Price, Expiration Date 1/6/15				—		—		—		—			—
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
Preferred shares, Series A		—		1,188,137		—		—		(748,137	)		440,000
Preferred shares, Series B		—		594,068		—		—		(328,088	)		265,980
Preferred shares, Series C		—		—		2,005,730		—		(501,898	)		1,503,832
Preferred shares, Series D		—		—		1,404,499		—		56,058			1,460,557
Common shares		—		—		1,000		—		—			1,000
Convertible Promissory Note***		10,233		—		500,000		500,000		—			—
Preferred warrants, Series C – $1.33 Strike Price, Expiration Date 4/9/2019		—		—		—		—		24,375			24,375
Preferred Warrant Series D – $1.33 Strike Price, Expiration Date 10/6/2019		—		—		—		—		65,000			65,000
GSV Sustainability Partners
Preferred shares, Class A		—		—		4,851,256		—		(1,256	)		4,850,000
Common shares		—		—		10,000		—		—			10,000
Total Control Investments	$	10,233	$	6,790,358								$	18,819,335
Affiliate Investments
Whittle Schools, LLC(2)
Preferred shares, Series B		—		3,000,000		—		—		—			3,000,000
Common shares		—		1,500,000		45,363		—		(45,363	)		1,500,000
Circle Media (f/k/a S3 Digital Corp. (d/b/a S3i))
Preferred shares, Series A		—		1,168,847		507,001		—		29,158			1,705,006
Term Loan, 12%, 09/30/15***		31,423		250,000		22,871		—		15,243			288,114
Preferred warrants, $1.17 Strike Price, Expiration Date 08/29/2021		—		—		—		—		58,019			58,019
Preferred warrants, $1.17 Strike Price, Expiration Date 09/30/2020		—		64,322		—		—		—			64,322
Preferred warrants, $1.16 Strike Price, Expiration Date 6/26/2021		—		—		—		—		12,736			12,736
Preferred warrants, $1.00 Strike Price, Expiration Date 11/21/2017		—		150,000		—		—		15,000			165,000

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Schedule 12-14
 
Schedule of Investments in and Advances to Affiliates – (continued)

Portfolio Company/Type of Investment*	Amount of Interest, Fees or Dividends Credited in Income		Fair Value at December 31, 2013		Purchases		Sales			Realized and Unrealized Gains/(Losses)			Fair Value at December 31, 2014
CUX, Inc. (d/b/a CorpU)
Convertible preferred shares, Series C	$	—	$	—	$	2,006,077	$	—		$	286,505		$	2,292,582
Senior Subordinated Convertible Promissory Note 8% Due 11/26/2018***(6)		7,890		—		1,000,000		—			7,671			1,007,671
Convertible preferred shares, Series D		—		697,041		—		—			19,025			716,066
Preferred warrants, $4.59 Strike Price, Expiration Date 02/25/2018		—		—		—		—			12,508			12,508
Cricket Media (f/k/a ePals Inc.)**(4)
Common shares		—		1,700,000		4,199		—			(1,373,073	)		331,126
Curious.com Inc.
Preferred shares, Series B		—		10,000,003		—		—			(3,692	)		9,996,311
Dailybreak, Inc.
Preferred shares, Series A-1		—		1,211,393		—		—			(1,211,393	)		—
Preferred shares, Series A-2		—		—		426,254		—			(426,254	)		—
Declara, Inc.
Preferred shares, Series A		—		—		9,999,999		—			19,826			10,019,825
EdSurge, Inc.
Preferred shares, Series A		—		—		500,801		—			4,527			505,328
Fullbridge, Inc.
Preferred shares, Series C		—		3,114,120		—		—			(1,489,119	)		1,625,001
Preferred shares, Series D		—		—		2,956,022		—			155,692			3,111,714
Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020		—		126,362		—		—			(124,500	)		1,862
Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018		—		—		—		—			824			824
Common warrants, $0.91 Strike Price, Expiration Date 12/11/2018		—		—		50,970		—			(46,849	)		4,121
Common warrants, $0.91 Strike Price, Expiration Date 5/16/2019		—		—		23,244		—			(21,321	)		1,923
Common warrants, $0.91 Strike Price, Expiration Date 3/22/2020		—		—		85,779		—			(78,636	)		7,143
Common warrants, $0.91 Strike Price, Expiration Date 10/09/2018		—		—		—		—			824			824
Convertible Promissory Note, 10% Interest rate, February 16, 2015***		80,620		—		1,813,904		1,813,904			—			—
Term Loan, 10%, 3/31/14***		3,336		—		250,000		(250,000	)		—			—
Term Loan, 10%, 3/31/14***		3,346		—		250,000		(250,000	)		—			—
Global Education
Learning (Holdings) Ltd.**
Preferred shares, Series A		—		4,338,009		98		—			(342,886	)		3,995,221
Learnist Inc. (f/k/a Grockit, Inc.)
Preferred shares, Series D		—		2,073,472		—		—			245,542			2,319,014
Preferred shares, Series E		—		1,499,999		—		—			110,297			1,610,296
Preferred shares, Series F		—		—		1,450,000		—			—			1,450,000

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Schedule 12-14
 
Schedule of Investments in and Advances to Affiliates – (continued)

Portfolio Company/Type of Investment*	Amount of Interest, Fees or Dividends Credited in Income		Fair Value at December 31, 2013		Purchases		Sales		Realized and Unrealized Gains/(Losses)			Fair Value at December 31, 2014
Maven Research, Inc.
Preferred shares, Series C	$	—	$	1,999,998	$	—	$	—	$	—		$	1,999,998
Preferred shares, Series B		—		249,505		—		—		186			249,691
Ozy Media, Inc.
Preferred shares, Series B		—		—		4,999,999		—		—			4,999,999
Preferred shares, Series A		—		3,000,000		200		—		1,164,891			4,165,091
Preferred shares, Series Seed		—		865,000		—		—		708,000			1,573,000
PayNearMe, Inc.
Preferred shares, Series E		—		10,000,000		400		—		(18,336	)		9,982,064
The rSmart Group, Inc.
Preferred shares, Series B		—		857,302		—		—		(664,716	)		192,586
Strategic Data Command, LLC(3)
Common shares		—		1,046,830		—		—		(46,830	)		1,000,000
Totus Solutions, Inc.(5)
Preferred shares, Series B				1,001,001		—		—		(872,099	)		128,902
Convertible Promissory Note 6%, Expiration Date, 4/01/2016***		3,406		—		76,430		—		1,995			78,425
Preferred shares, Series A				2,173,163		840		—		(2,174,003	)		—
Common Shares				576,675		200		—		(576,875	)		—
Total Affiliate Investments	$	130,021	$	52,663,042								$	70,172,313

* All portfolio investments are non-control/non-affiliated and non-income producing, unless identified. Equity investments are subject to lock-up restrictions upon their initial public offering.

** Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended.

*** Investment is income producing.

(1) GSV Capital Corp.’s investment in StormWind, LLC is held through its wholly-owned subsidiary GSVC SW Holdings, Inc.

(2) GSV Capital Corp.’s investment in Whittle Schools, LLC is held through its wholly-owned subsidiary GSVC WS Holdings, Inc. Whittle Schools, LLC is an investment for which the economics are derived from the value of Avenues Global Holdings LLC.

(3) GSV Capital Corp.’s investment in Strategic Data Command, LLC is held through its wholly-owned subsidiary GSVC SVDS Holdings, Inc.

(4) On October 22, 2013, Cricket Media (f/k/a ePals Inc.), priced its initial public offering, selling 40,267,333 shares at a price of CAD $0.075 per share. GSV Capital Corp.’s shares in Cricket Media (f/k/a ePals Inc.), are subject to a lock-up agreement which expired on February 23, 2014. At December 31, 2014, GSV Capital Corp. valued Cricket Media (f/k/a ePals Inc.), based on its December 31, 2014 closing price less 17.5%. GSV Capital Corp.’s Chief Executive Officer, Michael Moe is a Board member of Cricket Media (f/k/a ePals Inc.), which subjects GSV Capital Corp. to insider trading restrictions under Canadian securities law. As such, the Company has applied a 17.5% discount to reflect the aforementioned trading restrictions.

(5) On November 20, 2014, Totus Solutions, Inc., conducted a 10:1 stock split.

(6) Interest will accrue daily on the unpaid principal balance of the note. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc., or (b) the maturity of the note (November 26, 2018). Interest will compound annually beginning on November 26, 2015.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GSV CAPITAL CORP.
Date: November 9, 2015	By: /s/ Michael T. Moe Michael T. Moe Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
Date: November 9, 2015	By: /s/ William F. Tanona William F. Tanona Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)

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