CION Investment (CION) SC TO-I/A Issuer tender offer statement (amended)

As filed with the Securities and Exchange Commission on April 5, 2017

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

 (Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 (Amendment No. 1)

CĪON INVESTMENT CORPORATION

(Name of Subject Company (Issuer))

CĪON INVESTMENT CORPORATION

(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

17259U 105

(CUSIP Number of Class of Securities)

Michael A. Reisner

Co-Chief Executive Officer

CĪON Investment Corporation

3 Park Avenue, 36th Floor

New York, NY 10016

(212) 418-4700

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

Copies to:

Richard Horowitz, Esq.

Matthew Kerfoot, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Tel: (212) 698-3500

Fax: (212) 698-3599

CALCULATION OF FILING FEE

TRANSACTION VALUATION	AMOUNT OF FILING FEE
$36,195,516.02	$4,195.06*

* The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $115.90 for each $1,000,000 of the value of the transaction.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $4,195.06

Form or Registration No.:  Schedule TO 

Filing Party:  CῙON Investment Corporation

Date Filed:  February 17, 2017 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ Third-party tender offer subject to Rule 14d-1.

þ Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:þ

FINAL AMENDMENT TO TENDER OFFER STATEMENT

 This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 17, 2017 by CĪON Investment Corporation, a Maryland corporation (the “Company”), in connection with the offer by the Company to purchase up to 3,973,163.12 shares of its issued and outstanding common stock, par value $0.001 per share (the “Shares”) (which number represents 3.75% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016). The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated February 17, 2017, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Eastern Time, on March 31, 2017, and a total of 1,134,219.165 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 1,134,219.165 Shares validly tendered and not withdrawn at a price equal to $9.121 per Share (an amount equal to the estimated net asset value per share of the Company's common stock on April 5, 2017) for an aggregate purchase price of $10,345,213.00.

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SIGNATURE

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

Dated: April 5, 2017

CĪON Investment Corporation

By: /s/ Michael A. Reisner

Name: Michael A. Reisner

Title: Co-Chief Executive Officer

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