MidCap Financial Investment Corp (MFIC) director updates filing on ownership

Rhea-AI Filing Summary

MidCap Financial Investment Corp reported an amended Form 4 for one of its directors covering exempt stock acquisitions tied to merger completions. On July 22, 2024, the director acquired 668 shares and 566 shares of MFIC common stock pursuant to merger agreements with Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., using exchange ratios of 0.9547 and 0.9441 MFIC shares per former fund share, respectively.

After these transactions, the director beneficially owns 5,342 MFIC shares directly, plus indirect holdings of 3,533 shares in the Elliot Stein Jr. Defined Benefit Plan, 910 shares held by a spouse, and 3,245 shares in an irrevocable trust. The amendment corrects the prior report, which had inadvertently consolidated all ownership as direct rather than separating direct and indirect holdings.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STEIN ELLIOT JR

(Last) (First) (Middle)

C/O MIDCAP FINANCIAL INVESTMENT CORP

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MidCap Financial Investment Corp [ MFIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/24/2024

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2024		A		668	A	(1)	5,342	D
Common Stock	07/22/2024		A		566	A	(2)	5,908	D
Common Stock								3,533	I	Elliot Stein Jr. Defined Benefit Plan
Common Stock								910	I	By Spouse
Common Stock								3,245	I	Elliot H. Stein Irrevocable Trust FBO Elliot H. Stein Jr. U/A DTD 4/18/85

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

Explanation of Responses:

1. Acquired upon the completion of, and pursuant to the transactions contemplated by, the Agreement and Plan of Merger, dated as of November 7, 2023, by and among MidCap Financial Investment Corporation, a Maryland corporation ("MFIC"), Apollo Senior Floating Rate Fund Inc., a Maryland corporation ("AFT"), AFT Merger Sub, Inc., a Maryland corporation, and Apollo Investment Management, L.P., a Delaware limited partnership (the "AFT Merger Agreement"). Pursuant to the AFT Merger Agreement, each share of AFT's common stock, par value $0.001 per share, was converted into the right to receive 0.9547 shares of MFIC's common stock, par value $0.001 per share (subject to adjustment for cash payable in lieu of fractional shares). The acquisition reported in this Form 4 is an exempt transaction.

2. Acquired upon the completion of, and pursuant to the transactions contemplated by, the Agreement and Plan of Merger, dated as of November 7, 2023, by and among MidCap Financial Investment Corporation, a Maryland corporation ("MFIC"), Apollo Tactical Income Fund Inc., a Maryland corporation ("AIF"), AIF Merger Sub, Inc., a Maryland corporation, and Apollo Investment Management, L.P., a Delaware limited partnership (the "AIF Merger Agreement"). Pursuant to the AIF Merger Agreement, each share of AIF's common stock, par value $0.001 per share, was converted into the right to receive 0.9441 shares of MFIC's common stock, par value $0.001 per share (subject to adjustment for cash payable in lieu of fractional shares). The acquisition reported in this Form 4 is an exempt transaction.

Remarks:

The original Form 4 filed on July 24, 2024 is being amended by this Form 4 amendment to correct the number of shares beneficially owned both directly and indirectly. The original Form 4 filing inadvertently consolidated all ownership under direct ownership. Exhibit List: Exhibit 24- Power of Attorney

	/s/ Kristin Hester, as Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What does the latest MidCap Financial Investment Corp (MFIC) Form 4/A report?

The Form 4/A reports that a director of MidCap Financial Investment Corp acquired additional shares of MFIC common stock on July 22, 2024 in connection with completed merger transactions and corrects how those holdings are categorized between direct and indirect ownership.

How many MFIC shares did the director acquire in the reported transactions?

The director acquired 668 MFIC common shares through the Apollo Senior Floating Rate Fund Inc. merger and 566 MFIC common shares through the Apollo Tactical Income Fund Inc. merger, both on July 22, 2024.

What is the director’s total direct share ownership in MFIC after the amendment?

Following the reported transactions, the director directly beneficially owns 5,342 shares of MidCap Financial Investment Corp common stock.

What indirect MFIC share holdings are reported for the director?

The filing lists indirect beneficial ownership of 3,533 shares in the Elliot Stein Jr. Defined Benefit Plan, 910 shares held by a spouse, and 3,245 shares held by the Elliot H. Stein Irrevocable Trust FBO Elliot H. Stein Jr. U/A DTD 4/18/85.

Were the MFIC share acquisitions by the director open-market purchases?

No. The filing explains that the shares were acquired upon completion of merger transactions with Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc. and that each acquisition is characterized as an exempt transaction.

Why was this MFIC Form 4 filing amended?

The amendment states that the original filing inadvertently consolidated all ownership as direct. This Form 4/A corrects the number of shares beneficially owned both directly and indirectly and properly allocates holdings among direct ownership, a defined benefit plan, a spouse, and an irrevocable trust.

What share exchange ratios were used in the MFIC-related mergers?

Under the AFT merger agreement, each AFT common share was converted into the right to receive 0.9547 MFIC common shares. Under the AIF merger agreement, each AIF common share was converted into the right to receive 0.9441 MFIC common shares, in each case subject to cash in lieu of fractional shares.