Sec Form 4 Filing - Chapman John D. @ MVC CAPITAL, INC. - 2020-12-23

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chapman John D. 2. Issuer Name and Ticker or Trading Symbol MVC CAPITAL, INC. [ MVC] 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 MVC CAPITAL, INC., 287 BOWMAN AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2020 (Street) PURCHASE, NY10577 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value 12/23/2020 D 0 D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chapman John D. C/O MVC CAPITAL, INC. 287 BOWMAN AVENUE, 2ND FLOOR PURCHASE, NY10577 X Signatures /s/ John Chapman 12/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MVC Capital, Inc. ("MVC"), Barings BDC, Inc., a Maryland corporation ("Barings BDC"), Mustang Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Barings BDC, ("Merger Sub") and Barings LLC, a Delaware limited liability company and investment adviser to Barings BDC ("Barings") entered into the Agreement and Plan of Merger, dated as of August 10, 2020 (the "Merger Agreement"), pursuant to which the acquisition of MVC by Barings BDC was completed in two steps: (i) the first step being a merger of Merger Sub with and into MVC (the "First Step") with MVC surviving as a wholly owned subsidiary of Barings BDC ("First Step Surviving Company"), and (ii) the second step being a merger of the First Step Surviving Company with and into Barings BDC with Barings BDC as the surviving company (the "Second Step", and together with the First Step, the "Merger"). ( 2 )At the effective time of the Merger, each share of issued and outstanding MVC common stock was canceled and exchanged for the right to receive (i) $0.39492 per share in cash, without interest, from Barings and (ii) 0.9790836 of a validly issued, fully paid and non-assessable share of Barings BDC common stock.

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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