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UNITED
STATES
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SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 15
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CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission
File Number
001-34007
GLADSTONE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
1521 Westbranch Drive, Suite 200, McLean, Virginia 22102
Telephone: (703) 287-5800
(Address,
including zip code, and telephone number, including area code, of registrants
principal executive offices)
Rights to purchase Common Stock, par value $0.001
per share
(Title
of each class of securities covered by this Form)
Common Stock, par value $0.001 per share
(Titles
of all other classes of securities for which a duty to file reports under
section 13(a) or 15(d) remains)
Please
place an X in the box(es) to designate the appropriate
rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)(i)
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x
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Rule 12h-3(b)(1)(i)
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o
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Rule 12g-4(a)(1)(ii)
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o
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Rule 12h-3(b)(1)(ii)
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o
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Rule 12g-4(a)(2)(i)
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o
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Rule 12h-3(b)(2)(i)
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o
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Rule 12g-4(a)(2)(ii)
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o
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Rule 12h-3(b)(2)(ii)
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o
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Rule 15d-6
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o
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Approximate
number of holders of record as of the certification or notice date: 0
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Gladstone Investment Corporation
has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
Date:
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April 23, 2008
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By:
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/s/
Mark Perrigo
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Name: Mark Perrigo
Title: Chief Financial Officer
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Instruction: This form
is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and
Regulations under the Securities Exchange Act of 1934. The registrant shall
file with the Commission three copies of Form 15, one of which shall be
manually signed. It may be signed by an officer of the registrant, by counsel
or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.