FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Adelman David J.
2. Issuer Name and Ticker or Trading Symbol

FS Investment CORP [ FSIC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O FS INVESTMENT CORP., 201 ROUSE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2015
(Street)

PHILADELPHIA, PA 19112
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/5/2015     P (1)    100000   A $9.966   150000   I   By Darco Capital, LP   (2)
Common Stock                  34063   D    
Common Stock                  354196   I   By Franklin Square Holdings, L.P.   (3)
Common Stock                  22228   I   By Darco Investments, LLC   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  The purchases were effected in multiple transactions at prices of $9.89 to $9.99 per share. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction.
( 2)  Darco Capital, LP is a limited partnership controlled by the reporting person. The reporting person disclaims beneficial ownership of any shares held by Darco Capital, LP that exceed his pecuniary interest therein.
( 3)  The reporting person disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P. that exceed his pecuniary interest therein.
( 4)  Darco Investments, LLC is a limited liability company controlled by the reporting person. The reporting person disclaims beneficial ownership of any shares held by Darco Investments, LLC that exceed his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Adelman David J.
C/O FS INVESTMENT CORP.
201 ROUSE BOULEVARD
PHILADELPHIA, PA 19112
X



Signatures
/s/ Stephen S. Sypherd, Attorney-in-Fact 3/5/2015
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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