MCC Medley Capital Corporation

* Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.

** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.

* These shares are deemed to be beneficially owned by Medley LLC, which has discretionary power over such shares as the managing member of Medley Seed Funding I LLC. Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.

** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.

* These shares are deemed to be beneficially owned by Medley Management Inc., a holding company whose sole asset is its controlling equity interest in Medley LLC, which in turn controls Medley Seed Funding I LLC. Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.

** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.

* These shares are deemed to be beneficially owned by Medley Group LLC, which has discretionary power over such shares in light of its controlling interest in Medley LLC, the managing member of Medley Seed Funding I LLC. Based upon information contained in each Form 4 filed by Brook Taube and Seth Taube on July 12, 2017.

** The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.

*     These shares are held by a trust for the benefit of the Reporting Person's family, for which the Reporting Person serves as a trustee. Based upon information contained in the Form 4 filed by Brook Taube on July 12, 2017.

**   These shares are deemed to be beneficially owned by Brook Taube as a result of his discretionary power over such shares due to his status as a controlling person of Medley LLC, the managing member of Medley Seed Funding I LLC. Based upon information contained in the Form 4 filed by Brook Taube on July 12, 2017.

***  The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.

*       Includes 142,510 shares held by a trust for the benefit of the Reporting Person's family, for which the Reporting Person serves as a trustee, and 35,000 shares held by The Seth and Angie Taube Foundation, Inc., which is a 501(c)(3) charitable organization, for which the Reporting Person serves as a trustee. Based upon information contained in the Form 4 filed by Seth Taube on July 12, 2017.

**     These shares are deemed to be beneficially owned by Seth Taube as a result of his discretionary power over such shares due to his status as a controlling person of Medley LLC, the managing member of Medley Seed Funding I LLC. Based upon information contained in the Form 4 filed by Seth Taube on July 12, 2017.

***   The denominator is based on the 54,474,211 shares of common stock of Medley Capital Corporation outstanding as of February 5, 2018.

INTRODUCTORY NOTE

This Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 14, 2017 (the “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Medley Capital Corporation (the “ Issuer ”). The principal executive office of the Issuer is 280 Park Avenue, 6th Floor East, New York, New York 10017. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.

Item 2. Identity and Background.

Item 2 of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

 
Item 3 of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D remains unchanged.

Item 5. Interest in Securities of the Issuer.

Items 5(a), 5(b), and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)            See Items 11 and 13 of the cover pages of this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares and percentage of the Common Stock identified pursuant to Item 1 beneficially owned by each of Medley Seed Funding I LLC, Medley LLC, Medley Management Inc. ("MDLY"), Medley Group LLC, Brook Taube and Seth Taube (together, the “Reporting Persons”).

(b)            See Items 7, 8, 9 and 10 of the cover pages to this Schedule 13D, which Items are incorporated herein by reference, for the aggregate number of shares of the Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition of such shares of the Common Stock.

MDLY has a controlling equity interest in, and is the sole managing member of, Medley LLC. Medley Group LLC has a controlling equity interest in MDLY. Brook Taube and Seth Taube have a majority equity interest in, and each individually maintain a controlling interest in, Medley Group LLC.  As a result, Brook Taube and Seth Taube are both deemed to control MDLY, which in turn controls Medley LLC, which serves as the managing member of Seed Funding.

(c)           Since the filing of the Schedule 13D, Seed Funding conducted the following transactions in the Common Stock pursuant to the Plan. All transactions were conducted in the open market for cash. If the shares were purchased in multiple transactions in a single trading day, the price per share reported in the third column is the weighted average price. The aggregate sale price in column 4 does not reflect brokerage commissions paid.  

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D remains unchanged.

Item 7. Material to be Filed as Exhibits.

SignatureS

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him or it, as applicable, is true, complete and correct.