Darren K. DeStefano
(703) 456-8034
ddestefano@cooley.com
December 19, 2011
VIA EDGAR
Mr. John Ganley
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Gladstone Capital Corporation |
| Preliminary Schedule 14A filed November 22, 2011 |
| Commission File No. 814-00237 |
Dear Mr. Ganley:
On November 22, 2011, Gladstone Capital Corporation (“Gladstone Capital” or the “Fund”), filed with the United States Securities and Exchange Commission (the “Commission”) a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). On December 2, 2011, the Company received an oral comment from the Staff of the Division of Investment Management (the “Staff”) related to the Preliminary Proxy Statement (the “Comment”), requesting that the Fund include in its definitive proxy statement (the “Definitive Proxy Statement”) expanded dilution disclosure and related tables.
In response to the Staff’s comment, the Fund respectively advises the Staff that concurrently herewith it is filing the Definitive Proxy Statement, which includes dilution disclosure and related tables with substantially the same degree of disclosure as the Fund’s registration statements filed with the Commission on Form N-2.
* * * * * * * *
The Fund and its management acknowledge that:
| • | they are responsible for the adequacy and accuracy of the disclosure in the Fund’s filings with the Commission; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States. |
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM
December 19, 2011
Page Two
Please direct any further questions or comments concerning the revised disclosure, the Definitive Proxy Statement or this response letter to the undersigned at (703) 456-8034 or Christi Novak at (703) 456-8562.
| Sincerely, |
| /s/ Darren K. DeStefano |
| Darren K. DeStefano |
Attachment
| cc: | David J. Gladstone, Gladstone Management Corporation |
| Michael LiCalsi, Esq., Gladstone Administration, LLC |
| David Watson, Gladstone Administration, LLC |
| Thomas R. Salley |
| Christina L. Novak |
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM