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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5 pages
CUSIP No. |
376535100 |
| 1 | NAMES OF REPORTING PERSONS: David Gladstone |
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| United States | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 996,649 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 996,649 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 996,649 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 8.1%* | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| IN | |||||
Page 2 of 5 pages
Item 1. |
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| (a) | Name of Issuer: Gladstone Capital Corporation | |||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| 1521 Westbranch Drive, Suite 200 | ||||||
| McLean, VA 22102 | ||||||
Item 2. |
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| (a) | Name of Person Filing: David Gladstone | |||||
| (b) | Address of Principal Business Office or, if none, Residence: | |||||
| 1521 Westbranch Drive, Suite 200 | ||||||
| McLean, VA 22102 | ||||||
| (c) | Citizenship: United States | |||||
| (d) | Title of Class of Securities: Common Stock, $0.001 par value per share | |||||
| (e) | CUSIP Number: 376535100 | |||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | o | Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); | ||||
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||||
| Not applicable. | ||||||
| Item 4. | Ownership | |||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||||
| (a) | Amount Beneficially Owned: 996,649 | |||||
| (b) | Percent of Class: 8.1%* | |||||
| (c) | Number of shares as to which the person has: | |||||
| (i) | Sole power to vote or to direct the vote: 996,649 | |||||
| (ii) | Shared power to vote or to direct the vote: 0 | |||||
| (iii) | Sole power to dispose or to direct the disposition of: 996,649 | |||||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | |||||
| * This percentage is calculated based upon 12,249,683 shares of the Issuer’s common stock outstanding (as of February 5, 2007), as set forth in the Issuer’s Form 10-Q for the quarter ended December 31, 2006, filed with the Securities and Exchange Commission on February 6, 2007. | ||||||
Page 3 of 5 pages
| Item 5. | Ownership of Five Percent or Less of a Class | |||||
Not applicable. |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||
Not applicable. |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||
Not applicable. |
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| Item 8. | Identification and Classification of Members of the Group | |||||
Not applicable. |
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| Item 9. | Notice of Dissolution of a Group | |||||
Not applicable. |
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| Item 10. | Certification | |||||
Not applicable. |
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Page 4 of 5 pages
| Date: February 14, 2007 | /s/ David Gladstone | |||
| David Gladstone | ||||
| Chairman and Chief Executive Officer Gladstone Capital Corporation |
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Page 5 of 5 pages