Main Street Capital Corporation
(Exact name of registrant as specified in its charter)

n/a
(Former name, former address and former fiscal year, if changed since last report)

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. Yes ý No o

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). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares outstanding of the issuer's common stock as of November 2, 2017 was 58,097,927.

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(dollars in thousands, except shares and per share amounts)

	September 30, 2017			December 31, 2016

	(Unaudited)
ASSETS
Portfolio investments at fair value:
Control investments (cost: $527,609 and $439,674 as of September 30, 2017 and December 31, 2016, respectively)	$	715,873		$	594,282
Affiliate investments (cost: $376,957 and $394,699 as of September 30, 2017 and December 31, 2016, respectively)		338,231			375,948
Non-Control/Non-Affiliate investments (cost: $1,144,962 and $1,037,510 as of September 30, 2017 and December 31, 2016, respectively)		1,115,877			1,026,676

Total investments (cost: $2,049,528 and $1,871,883 as of September 30, 2017 and December 31, 2016, respectively)		2,169,981			1,996,906
Cash and cash equivalents		30,144			24,480
Interest receivable and other assets		39,374			35,133
Receivable for securities sold		26,090			1,990
Deferred financing costs (net of accumulated amortization of $5,344 and $4,598 as of September 30, 2017 and December 31, 2016, respectively)		4,093			4,718
Deferred tax asset, net		—			9,125

Total assets	$	2,269,682		$	2,072,352



LIABILITIES
Credit facility	$	355,000		$	343,000
SBIC debentures (par: $274,800 and $240,000 as of September 30, 2017 and December 31, 2016, respectively)		269,345			235,686
4.50% Notes (par: $175,000 as of both September 30, 2017 and December 31, 2016)		173,435			172,893
6.125% Notes (par: $90,655 as of both September 30, 2017 and December 31, 2016)		88,981			88,752
Accounts payable and other liabilities		14,357			14,205
Payable for securities purchased		23,172			2,184
Interest payable		3,609			4,103
Dividend payable		10,935			10,048
Deferred tax liability, net		1,182			—

Total liabilities		940,016			870,871
Commitments and contingencies (Note M)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 57,680,789 and 54,312,444 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively)		577			543
Additional paid-in capital		1,272,175			1,143,883
Accumulated net investment income, net of cumulative dividends of $603,902 and $521,297 as of September 30, 2017 and December 31, 2016, respectively		29,099			19,033
Accumulated net realized gain from investments (accumulated net realized gain from investments of $76,236 before cumulative dividends of $133,997 as of September 30, 2017 and accumulated net realized gain from investments of $48,394 before cumulative dividends of $107,281 as of December 31, 2016)		(57,761	)		(58,887	)
Net unrealized appreciation, net of income taxes		85,576			96,909

Total net assets		1,329,666			1,201,481

Total liabilities and net assets	$	2,269,682		$	2,072,352



NET ASSET VALUE PER SHARE	$	23.02		$	22.10

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(dollars in thousands, except shares and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,

	2017			2016			2017			2016
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	15,145		$	14,826		$	42,720		$	40,398
Affiliate investments		10,134			9,619			29,601			27,095
Non-Control/Non-Affiliate investments		26,507			22,149			77,623			63,841

Interest, fee and dividend income		51,786			46,594			149,944			131,334
Interest, fee and dividend income from marketable securities and idle funds investments		—			5			—			174

Total investment income		51,786			46,599			149,944			131,508
EXPENSES:
Interest		(9,420	)		(8,573	)		(26,820	)		(25,010	)
Compensation		(4,777	)		(4,309	)		(13,762	)		(12,081	)
General and administrative		(2,748	)		(2,247	)		(8,748	)		(6,808	)
Share-based compensation		(2,476	)		(2,137	)		(7,542	)		(5,977	)
Expenses allocated to the External Investment Manager		1,664			1,224			4,816			3,739

Total expenses		(17,757	)		(16,042	)		(52,056	)		(46,137	)

NET INVESTMENT INCOME		34,029			30,557			97,888			85,371
NET REALIZED GAIN (LOSS):
Control investments		(2,848	)		17,862			259			32,220
Affiliate investments		(9,896	)		(3,447	)		12,920			25,260
Non-Control/Non-Affiliate investments		2,038			(10,033	)		14,663			(22,452	)
Marketable securities and idle funds investments		—			(96	)		—			(1,681	)
SBIC debentures		—			—			(5,217	)		—

Total net realized gain (loss)		(10,706	)		4,286			22,625			33,347

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):
Portfolio investments		16,368			8,376			(4,358	)		(29,738	)
Marketable securities and idle funds investments		—			235			—			1,729
SBIC debentures		(221	)		(801	)		5,408			(820	)

Total net change in unrealized appreciation (depreciation)		16,147			7,810			1,050			(28,829	)

INCOME TAXES:
Federal and state income, excise and other taxes		(799	)		(904	)		(2,489	)		(2,372	)
Deferred taxes		(3,772	)		1,432			(9,894	)		3,390

Income tax benefit (provision)		(4,571	)		528			(12,383	)		1,018

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	34,899		$	43,181		$	109,180		$	90,907



NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.60		$	0.58		$	1.74		$	1.66



NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.61		$	0.82		$	1.94		$	1.76



DIVIDENDS PAID PER SHARE:
Regular monthly dividends	$	0.555		$	0.540		$	1.665		$	1.620
Supplemental dividends		—			—			0.275			0.275

Total dividends	$	0.555		$	0.540		$	1.940		$	1.895



WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		57,109,104			52,613,277			56,140,953			51,538,745

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)

	Common Stock												Accumulated Net Realized Gain From Investments, Net of Dividends			Net Unrealized Appreciation from Investments, Net of Income Taxes

	Common Stock									Accumulated Net Investment Income, Net of Dividends
	Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Net Investment Income, Net of Dividends									Total Net Asset Value
Balances at December 31, 2015		50,413,744		$	504		$	1,011,467		$	7,181		$	(49,653	)	$	101,395		$	1,070,894
Public offering of common stock, net of offering costs		1,996,793			20			64,239			—			—			—			64,259
Share-based compensation		—			—			5,977			—			—			—			5,977
Purchase of vested stock for employee payroll tax withholding		(80,750	)		(1	)		(2,592	)		—			—			—			(2,593	)
Dividend reinvestment		339,544			3			10,645			—			—			—			10,648
Amortization of directors' deferred compensation		—			—			464			—			—			—			464
Issuance of restricted stock, net of forfeited shares		262,586			3			(3	)		—			—			—			—
Dividends to stockholders		—			—			—			(54,131	)		(43,881	)		—			(98,012	)
Cumulative-effect to retained earnings for excess tax benefit		—			—			—			—			—			1,806			1,806
Net increase (decrease) resulting from operations		—			—			—			85,371			33,347			(27,811	)		90,907

Balances at September 30, 2016		52,931,917		$	529		$	1,090,197		$	38,421		$	(60,187	)	$	75,390		$	1,144,350



Balances at December 31, 2016		54,354,857		$	543		$	1,143,883		$	19,033		$	(58,887	)	$	96,909		$	1,201,481
Public offering of common stock, net of offering costs		3,119,581			31			118,087			—			—			—			118,118
Share-based compensation		—			—			7,542			—			—			—			7,542
Purchase of vested stock for employee payroll tax withholding		(113,371	)		(1	)		(4,350	)		—			—			—			(4,351	)
Investment through issuance of unregistered shares		11,464			—			442			—			—			—			442
Dividend reinvestment		158,301			2			6,085			—			—			—			6,087
Amortization of directors' deferred compensation		—			—			488			—			—			—			488
Issuance of restricted stock, net of forfeited shares		225,361			2			(2	)		—			—			—			—
Dividends to stockholders		—			—			—			(82,605	)		(26,716	)		—			(109,321	)
Net increase (decrease) resulting from operations		—			—			—			92,671			27,842			(11,333	)		109,180

Balances at September 30, 2017		57,756,193		$	577		$	1,272,175		$	29,099		$	(57,761	)	$	85,576		$	1,329,666

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,

	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	109,180		$	90,907
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies		(743,695	)		(420,036	)
Proceeds from sales and repayments of debt investments in portfolio companies		527,562			274,907
Proceeds from sales and return of capital of equity investments in portfolio companies		80,078			73,017
Investments in marketable securities and idle funds investments		—			(523	)
Proceeds from sales and repayments of marketable securities and idle funds investments		—			4,316
Net change in net unrealized (appreciation) depreciation		(1,050	)		28,829
Net realized gain		(22,625	)		(33,347	)
Accretion of unearned income		(12,403	)		(7,073	)
Payment-in-kind interest		(4,122	)		(4,911	)
Cumulative dividends		(2,711	)		(1,470	)
Share-based compensation expense		7,542			5,977
Amortization of deferred financing costs		2,022			1,931
Deferred tax (benefit) provision		9,894			(3,390	)
Changes in other assets and liabilities:
Interest receivable and other assets		(2,848	)		(685	)
Interest payable		(494	)		(398	)
Accounts payable and other liabilities		640			(247	)
Deferred fees and other		2,050			1,644

Net cash provided by (used in) operating activities		(50,980	)		9,448
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs		118,118			64,259
Dividends paid		(102,347	)		(86,655	)
Proceeds from issuance of SBIC debentures		60,000			6,000
Repayments of SBIC debentures		(25,200	)		—
Proceeds from credit facility		394,000			254,000
Repayments on credit facility		(382,000	)		(232,000	)
Payment of deferred loan costs and SBIC debenture fees		(1,576	)		(925	)
Purchases of vested stock for employee payroll tax withholding		(4,351	)		(2,593	)
Other		—			(83	)

Net cash provided by financing activities		56,644			2,003

Net increase in cash and cash equivalents		5,664			11,451
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		24,480			20,331

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,144		$	31,782



Supplemental cash flow disclosures:
Interest paid	$	25,200		$	23,368
Taxes paid	$	3,162		$	1,762
Non-cash financing activities:
Shares issued pursuant to the DRIP	$	6,087		$	10,648

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

September 30, 2017

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)	Principal(4)		Cost(4)		Fair Value(18)


Control Investments(5)

Access Media Holdings, LLC(10)	Private Cable Operator
		5% Current / 5% PIK Secured Debt (Maturity—July 22, 2020)(19)	$	23,529	$	23,529	$	19,440
		Preferred Member Units (7,771,500 units)				7,665		150
		Member Units (45 units)				1		—

						31,195		19,590

ASC Interests, LLC	Recreational and Educational Shooting Facility
		11% Secured Debt (Maturity—July 31, 2018)		1,925		1,917		1,925
		Member Units (1,500 units)(8)				1,500		1,820

						3,417		3,745

Bond-Coat, Inc.	Casing and Tubing Coating Services
		12% Secured Debt (Maturity—December 28, 2017)		11,596		11,586		11,596
		Common Stock (57,508 shares)				6,350		8,430

						17,936		20,026

Café Brazil, LLC	Casual Restaurant Group
		Member Units (1,233 units)(8)				1,742		5,390

CBT Nuggets, LLC	Produces and Sells IT Training Certification Videos
		Member Units (416 units)(8)				1,300		71,850

Charps, LLC	Pipeline Maintenance and Construction
		12% Secured Debt (Maturity—February 3, 2022)		18,400		18,217		18,217
		Preferred Member Units (1,600 units)				400		400

						18,617		18,617

Clad-Rex Steel, LLC	Specialty Manufacturer of Vinyl-Clad Metal
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity—December 20, 2021)(9)		13,680		13,558		13,680
		Member Units (717 units)(8)				7,280		8,520
		10% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity—December 20, 2036)		1,188		1,177		1,177
		Member Units (Clad-Rex Steel RE Investor, LLC) (800 units)				210		210

						22,225		23,587

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


CMS Minerals Investments	Oil & Gas Exploration & Production
		Member Units (CMS Minerals II, LLC) (100 units)(8)		3,491	2,582

Copper Trail Energy Fund I, LP(12)(13)	Investment Partnership
		LP Interests (Fully diluted 30.1%)		2,500	2,500

Datacom, LLC	Technology and Telecommunications Provider
		8% Secured Debt (Maturity—May 30, 2018)	1,350	1,350	1,350
		5.25% Current / 5.25% PIK Secured Debt (Maturity—May 30, 2019)(19)	12,133	12,088	11,370
		Class A Preferred Member Units		1,181	1,360
		Class B Preferred Member Units (6,453 units)		6,030	—

				20,649	14,080

Gamber-Johnson Holdings, LLC	Manufacturer of Ruggedized Computer Mounting Systems
		LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.24%, Secured Debt (Maturity—June 24, 2021)(9)	23,680	23,480	23,680
		Member Units (8,619 units)(8)		14,844	22,960

				38,324	46,640

Garreco, LLC	Manufacturer and Supplier of Dental Products
		LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.30%, Secured Debt (Maturity—March 31, 2020)(9)	5,724	5,678	5,678
		Member Units (1,200 units)		1,200	1,830

				6,878	7,508

GRT Rubber Technologies LLC	Manufacturer of Engineered Rubber Products
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.24%, Secured Debt (Maturity—December 19, 2019)(9)	12,030	11,969	12,030
		Member Units (5,879 units)(8)		13,065	20,680

				25,034	32,710

Gulf Manufacturing, LLC	Manufacturer of Specialty Fabricated Industrial Piping Products
		Member Units (438 units)(8)		2,980	10,680

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


Gulf Publishing Holdings, LLC	Energy Industry Focused Media and Publishing
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity—September 30, 2020)(9)	80	80	80
		12.5% Secured Debt (Maturity—April 29, 2021)	12,800	12,697	12,697
		Member Units (3,681 units)		3,681	4,330

				16,458	17,107

Harborside Holdings, LLC	Real Estate Holding Company
		Member units (100 units)		6,206	9,400

Harrison Hydra-Gen, Ltd.	Manufacturer of Hydraulic Generators
		Common Stock (107,456 shares)		718	2,800

HW Temps LLC	Temporary Staffing Solutions
		LIBOR Plus 13.00% (Floor 1.00%), Current Coupon 14.24%, Secured Debt (Maturity July 2, 2020)(9)	9,976	9,913	9,913
		Preferred Member Units (3,200 units)		3,942	3,940

				13,855	13,853

Hydratec, Inc.	Designer and Installer of Micro-Irrigation Systems
		Common Stock (7,095 shares)(8)		7,095	15,480

IDX Broker, LLC	Provider of Marketing and CRM Tools for the Real Estate Industry
		11.5% Secured Debt (Maturity—November 15, 2018)	10,050	10,023	10,050
		Member Units (5,400 units)(8)		5,606	9,000

				15,629	19,050

Jensen Jewelers of Idaho, LLC	Retail Jewelry Store
		Prime Plus 6.75% (Floor 2.00%), Current Coupon 11.00%, Secured Debt (Maturity—November 14, 2019)(9)	4,105	4,062	4,105
		Member Units (627 units)(8)		811	4,460

				4,873	8,565

KBK Industries, LLC	Manufacturer of Specialty Oilfield and Industrial Products
		10% Secured Debt (Maturity—September 28, 2020)	750	750	750
		12.5% Secured Debt (Maturity—September 28, 2020)	5,900	5,900	5,900
		Member Units (325 units)(8)		783	4,060

				7,433	10,710

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


Lamb Ventures, LLC	Aftermarket Automotive Services Chain
		11% Secured Debt (Maturity—July 1, 2022)	10,079	10,024	10,024
		Preferred Equity (non-voting)		400	400
		Member Units (742 units)(8)		5,273	6,430
		9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—March 31, 2027)	432	428	432
		Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)		625	520

				16,750	17,806

Marine Shelters Holdings, LLC	Fabricator of Marine and Industrial Shelters
		12% PIK Secured Debt (Maturity—December 28, 2017)(14)	3,131	3,078	—
		Preferred Member Units (3,810 units)		5,352	—

				8,430	—

Market Force Information, LLC	Provider of Customer Experience Management Services
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.32%, Secured Debt (Maturity—July 28, 2022)(9)	512	512	512
		LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.32%, Secured Debt (Maturity—July 28, 2022)(9)	23,520	23,293	23,293
		Member Units (657,113 units)		14,700	14,700

				38,505	38,505

MH Corbin Holding LLC	Manufacturer and Distributor of Traffic Safety Products
		10% Secured Debt (Maturity—August 31, 2020)	12,775	12,694	12,694
		Preferred Member Units (4,000 shares)		6,000	6,000

				18,694	18,694

Mid-Columbia Lumber Products, LLC	Manufacturer of Finger-Jointed Lumber Products
		10% Secured Debt (Maturity—December 18, 2017)	1,750	1,750	1,750
		12% Secured Debt (Maturity—December 18, 2017)	3,900	3,900	3,900
		Member Units (3,554 units)		1,810	980
		9.5% Secured Debt (Mid-Columbia Real Estate, LLC) (Maturity—May 13, 2025)	802	802	802
		Member Units (Mid-Columbia Real Estate, LLC) (500 units)(8)		790	1,290

				9,052	8,722

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


MSC Adviser I, LLC(16)	Third Party Investment Advisory Services
		Member Units (Fully diluted 100.0%)(8)		—	39,304

Mystic Logistics Holdings, LLC	Logistics and Distribution Services Provider for Large Volume Mailers
		12% Secured Debt (Maturity—August 15, 2019)	7,768	7,686	7,768
		Common Stock (5,873 shares)		2,720	6,590

				10,406	14,358

NAPCO Precast, LLC	Precast Concrete Manufacturing
		LIBOR Plus 8.50%, Current Coupon 9.82%, Secured Debt (Maturity—May 31, 2019)	11,475	11,433	11,433
		Member Units (2,955 units)(8)		2,975	10,830

				14,408	22,263

NRI Clinical Research, LLC	Clinical Research Service Provider
		LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—January 15, 2018)(9)	400	400	400
		14% Secured Debt (Maturity—January 15, 2018)	4,205	4,205	4,205
		Warrants (251,723 equivalent units; Expiration—September 8, 2021; Strike price—$0.01 per unit)		252	500
		Member Units (500,000 units)		765	2,500

				5,622	7,605

NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		8% Current / 4% PIK Secured Debt (Maturity—December 22, 2019)(19)	15,037	15,037	15,037
		Member Units (65,208 units)		3,717	1,260

				18,754	16,297

NuStep, LLC	Designer, Manufacturer and Distributor of Fitness Equipment
		12% Secured Debt (Maturity—January 31, 2022)	20,600	20,411	20,411
		Preferred Member Units (406 units)		10,200	10,200

				30,611	30,611

OMi Holdings, Inc.	Manufacturer of Overhead Cranes
		Common Stock (1,500 shares)(8)		1,080	12,740

Pegasus Research Group, LLC	Provider of Telemarketing and Data Services
		Member Units (460 units)(8)		1,290	9,350

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


PPL RVs, Inc.	Recreational Vehicle Dealer
		LIBOR Plus 7.00% (Floor 0.50%), Current Coupon 8.30%, Secured Debt (Maturity—November 15, 2021)(9)	16,100	15,965	16,100
		Common Stock (1,962 shares)(8)		2,150	11,780

				18,115	27,880

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)	Noise Abatement Service Provider
		13% Secured Debt (Maturity—April 30, 2020)	7,477	7,335	7,335
		Preferred Member Units (19,631 units)		4,600	8,220
		Warrants (1,018 equivalent units; Expiration—January 31, 2021; Strike price—$0.01 per unit)		1,200	420

				13,135	15,975

Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		Zero Coupon Secured Debt (Maturity—June 8, 2020)	7,341	7,341	6,950
		Member Units (1,000 units)		2,768	4,838

				10,109	11,788

River Aggregates, LLC	Processor of Construction Aggregates
		Zero Coupon Secured Debt (Maturity—June 30, 2018)	750	686	686
		Member Units (1,150 units)(8)		1,150	4,410
		Member Units (RA Properties, LLC) (1,500 units)		369	2,510

				2,205	7,606

SoftTouch Medical Holdings LLC	Provider of In-Home Pediatric Durable Medical Equipment
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.24%, Secured Debt (Maturity—October 31, 2019)(9)	7,140	7,107	7,140
		Member Units (4,450 units)(8)		4,930	9,540

				12,037	16,680

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)		Cost(4)		Fair Value(18)


The MPI Group, LLC	Manufacturer of Custom Hollow Metal Doors, Frames and Accessories
		9% Secured Debt (Maturity—October 2, 2018)	2,924		2,923		2,619
		Series A Preferred Units (2,500 units)			2,500		—
		Warrants (1,424 equivalent units; Expiration—July 1, 2024; Strike price—$0.01 per unit)			1,096		—
		Member Units (MPI Real Estate Holdings, LLC) (100 units)(8)			2,300		2,390

					8,819		5,009

Uvalco Supply, LLC	Farm and Ranch Supply Store
		9% Secured Debt (Maturity—January 1, 2019)	474		474		474
		Member Units (1,867 units)(8)			3,579		4,307

					4,053		4,781

Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		13% Secured Debt (Maturity—December 23, 2018)	2,814		2,794		2,794
		Series A Preferred Stock (3,000,000 shares)			3,000		3,000
		Common Stock (1,126,242 shares)			3,706		—

					9,500		5,794

Ziegler's NYPD, LLC	Casual Restaurant Group
		6.5% Secured Debt (Maturity—October 1, 2019)	1,000		995		995
		12% Secured Debt (Maturity—October 1, 2019)	300		300		300
		14% Secured Debt (Maturity—October 1, 2019)	2,750		2,750		2,750
		Warrants (587 equivalent units; Expiration—September 29, 2018; Strike price—$0.01 per unit)			600		190
		Preferred Member Units (10,072 units)			2,834		3,400

					7,479		7,635

Subtotal Control Investments (33.0% of total investments at fair value)				$	527,609	$	715,873

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)		Cost(4)		Fair Value(18)


Affiliate Investments(6)

AFG Capital Group, LLC	Provider of Rent-to-Own Financing Solutions and Services
		Warrants (42 equivalent units; Expiration—November 7, 2024; Strike price—$0.01 per unit)		$	259	$	750
		Member Units (186 units)(8)			1,200		3,130

					1,459		3,880

Barfly Ventures, LLC(10)	Casual Restaurant Group
		12% Secured Debt (Maturity—August 31, 2020)	8,715		8,568		8,689
		Options (2 equivalent units)			397		780
		Warrant (1 equivalent unit; Expiration—August 31, 2025; Strike price—$1.00 per unit)			473		440

					9,438		9,909

BBB Tank Services, LLC	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity—April 8, 2021)(9)	800		797		797
		15% Secured Debt (Maturity—April 8, 2021)	4,027		3,995		3,995
		Member Units (800,000 units)			800		580

					5,592		5,372

Boccella Precast Products LLC	Manufacturer of Precast Hollow Core Concrete
		LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.30%, Secured Debt (Maturity—June 30, 2022)(9)	16,400		16,223		16,223
		Member Units (2,160,000 units)			2,160		2,160

					18,383		18,383

Boss Industries, LLC	Manufacturer and Distributor of Air, Power and Other Industrial Equipment
		Preferred Member Units (2,242 units)(8)			2,570		3,730

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		13% Secured Debt (Maturity—July 25, 2021)	7,500	5,810	5,810
		Warrants (63 equivalent shares; Expiration—July 25, 2026; Strike price—$0.01 per share)		2,132	3,370
		13% Secured Debt (Mercury Service Group, LLC) (Maturity—July 25, 2021)	1,000	992	1,000
		Preferred Member Units (Mercury Service Group, LLC) (17,742 units)(8)		1,000	1,000

				9,934	11,180

Buca C, LLC	Casual Restaurant Group
		LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.48%, Secured Debt (Maturity—June 30, 2020)(9)	21,204	21,078	21,078
		Preferred Member Units (6 units; 6% cumulative)(8)(19)		4,115	4,110

				25,193	25,188

CAI Software LLC	Provider of Specialized Enterprise Resource Planning Software
		12% Secured Debt (Maturity—October 10, 2019)	3,483	3,466	3,483
		Member Units (65,356 units)(8)		654	3,040

				4,120	6,523

CapFusion, LLC(13)	Non-Bank Lender to Small Businesses
		13% Secured Debt (Maturity—March 25, 2021)(14)	11,320	10,260	6,678
		Warrants (1,600 equivalent units; Expiration—March 24, 2026; Strike price—$0.01 per unit)		1,200	—

				11,460	6,678

Chandler Signs Holdings, LLC(10)	Sign Manufacturer
		12% Secured Debt (Maturity—July 4, 2021)	4,500	4,466	4,500
		Class A Units (1,500,000 units)(8)		1,500	2,650

				5,966	7,150

Condit Exhibits, LLC	Tradeshow Exhibits / Custom Displays Provider
		Member Units (3,936 units)(8)		100	1,840

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


Congruent Credit Opportunities Funds(12)(13)	Investment Partnership
		LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)		5,730	1,515
		LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)		17,869	18,714

				23,599	20,229

Dos Rios Partners(12)(13)	Investment Partnership
		LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)		5,996	6,427
		LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)		1,904	1,889

				7,900	8,316

Dos Rios Stone Products LLC(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries
		Class A Units (2,000,000 units)(8)		2,000	1,870

East Teak Fine Hardwoods, Inc.	Distributor of Hardwood Products
		Common Stock (6,250 shares)(8)		480	630

East West Copolymer & Rubber, LLC	Manufacturer of Synthetic Rubbers
		12% Current / 2% PIK Secured Debt (Maturity—October 17, 2019)(14)(15)	3,734	3,626	—
		Warrants (2,510,790 equivalent units; Expiration—October 15, 2024; Strike price—$0.01 per unit)		50	—

				3,676	—

EIG Fund Investments(12)(13)	Investment Partnership
		LP Interests (EIG Global Private Debt Fund-A, L.P.) (Fully diluted 11.1%)(8)		295	247

Freeport Financial Funds(12)(13)	Investment Partnership
		LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)(8)		5,974	5,519
		LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)		7,559	7,507

				13,533	13,026

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


Gault Financial, LLC (RMB Capital, LLC)	Purchases and Manages Collection of Healthcare and other Business Receivables
		10.5% Secured Debt (Maturity—January 1, 2019)	12,592	12,592	11,642
		Warrants (29,032 equivalent units; Expiration—February 9, 2022; Strike price—$0.01 per unit)		400	—

				12,992	11,642

Guerdon Modular Holdings, Inc.	Multi-Family and Commercial Modular Construction Company
		13% Secured Debt (Maturity—August 13, 2019)	10,708	10,622	10,622
		Preferred Stock (404,998 shares)		1,140	950
		Common Stock (212,033 shares)		2,983	—

				14,745	11,572

Harris Preston Fund Investments(12)(13)	Investment Partnership
		LP Interests (HPEP 3, L.P.) (Fully diluted 9.9%)		943	943
		LP Interests (2717 MH, L.P.) (Fully diluted 7.0%)		400	400

				1,343	1,343

Hawk Ridge Systems, LLC(13)	Value-Added Reseller of Engineering Design and Manufacturing Solutions
		10% Secured Debt (Maturity—December 2, 2021)	9,500	9,417	9,417
		Preferred Member Units (226 units)(8)		2,850	3,230
		Preferred Member Units (HRS Services, ULC) (226 units)(8)		150	170

				12,417	12,817

Houston Plating and Coatings, LLC	Provider of Plating and Industrial Coating Services
		8% Unsecured Convertible Debt (Maturity—May 1, 2022)	3,000	3,000	3,080
		Member Units (315,756 units)		2,179	5,560

				5,179	8,640

I-45 SLF LLC(12)(13)	Investment Partnership
		Member Units (Fully diluted 20.0%; 24.4% profits interest)(8)		16,200	16,897

L.F. Manufacturing Holdings, LLC(10)	Manufacturer of Fiberglass Products
		Member Units (2,179,001 units)		2,019	1,850

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


Meisler Operating LLC	Provider of Short-term Trailer and Container Rental
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.80%, Secured Debt (Maturity—June 7, 2022)(9)	16,800	16,626	16,626
		Member Units (Milton Meisler Holdings LLC) (32,000 units)		3,200	3,200

				19,826	19,826

OnAsset Intelligence, Inc.	Provider of Transportation Monitoring / Tracking Products and Services
		12% PIK Secured Debt (Maturity—June 30, 2021)(19)	4,943	4,943	4,943
		10% PIK Unsecured Debt (Maturity—June 30, 2021)(19)	47	47	47
		Preferred Stock (912 shares)		1,981	—
		Warrants (5,333 equivalent shares; Expiration—April 18, 2021; Strike price—$0.01 per share)		1,919	—

				8,890	4,990

OPI International Ltd.(13)	Provider of Man Camp and Industrial Storage Services
		Common Stock (20,766,317 shares)		1,371	—

PCI Holding Company, Inc.	Manufacturer of Industrial Gas Generating Systems
		12% Secured Debt (Maturity—March 31, 2019)	12,975	12,906	12,906
		Preferred Stock (1,740,000 shares)		1,740	2,610
		Preferred Stock (1,500,000 shares; 20% cumulative)(8)(19)		3,927	4,550

				18,573	20,066

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)	Provider of Rigsite Accommodation Unit Rentals and Related Services
		12% Secured Debt (Maturity—January 8, 2018)(14)(15)	30,785	30,281	250
		Preferred Member Units (250 units)		2,500	—

				32,781	250

Tin Roof Acquisition Company	Casual Restaurant Group
		12% Secured Debt (Maturity—November 13, 2018)	13,010	12,933	12,933
		Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)(19)		2,951	2,951

				15,884	15,884

Portfolio Company(1)(20)	Business Description	Type of Investment(2)(3)


UniTek Global Services, Inc.(11)	Provider of Outsourced Infrastructure Services
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.80%, Secured Debt (Maturity—January 13, 2019)(9)	8,535	8,528	8,535
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.80% / 1.00% PIK, Current Coupon Plus PIK 10.80%, Secured Debt (Maturity—January 13, 2019)(9)(19)	137	137	137
		15% PIK Unsecured Debt (Maturity—July 13, 2019)(19)	833	833	833
		Preferred Stock (2,596,567 shares; 19% cumulative)(8)(19)		2,725	2,720
		Preferred Stock (4,935,377 shares; 13.5% cumulative)(8)(19)		7,115	7,080
		Common Stock (1,075,992 shares)		—	2,320

				19,338	21,625

Universal Wellhead Services Holdings, LLC(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
		Preferred Member Units (UWS Investments, LLC) (716,949 units)		717	800
		Member Units (UWS Investments, LLC) (4,000,000 units)		4,000	1,230

				4,717	2,030

Valley Healthcare Group, LLC	Provider of Durable Medical Equipment
		LIBOR Plus 12.50% (Floor 0.50%), Current Coupon 13.74%, Secured Debt (Maturity—December 29, 2020)(9)	11,846	11,759	11,759
		Preferred Member Units (Valley Healthcare Holding, LLC) (1,600 units)		1,600	1,600

				13,359	13,359

Volusion, LLC	Provider of Online Software-as-a-Service eCommerce Solutions
		11.5% Secured Debt (Maturity—January 26, 2020)	16,734	15,049	15,049
		Preferred Member Units (4,876,670 units)		14,000	14,000
		Warrants (1,831,355 equivalent units; Expiration—January 26, 2025; Strike price—$0.01 per unit)		2,576	2,240


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to


Maryland (State or other jurisdiction of incorporation or organization)		41-2230745 (I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8^th Floor Houston, TX (Address of principal executive offices)		77056 (Zip Code)


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (do not check if smaller reporting company)		Smaller reporting company o Emerging growth company o


Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—September 30, 2017 (unaudited) and December 31, 2016	1
	Consolidated Statements of Operations (unaudited)—Three and nine months ended September 30, 2017 and 2016	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Nine months ended September 30, 2017 and 2016	3
	Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30, 2017 and 2016	4
	Consolidated Schedule of Investments (unaudited)—September 30, 2017	5
	Consolidated Schedule of Investments—December 31, 2016	37
	Notes to Consolidated Financial Statements (unaudited)	71
	Consolidated Financial Statement Schedule	117
	Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Nine months ended September 30, 2017 and 2016	117
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	126
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	151
Item 4.	Controls and Procedures	152


Item 1.	Legal Proceedings	153
Item 1A.	Risk Factors	153
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	153
Item 5.	Other information	153
Item 6.	Exhibits	154
	Signatures	155