Washington, D.C. 20549




Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):


July 19, 2019 (July 17, 2019)



(Exact name of registrant as specified in its charter)


Maryland 1-35156 27-4443543
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)


One Sansome Street

Suite 730

San Francisco, CA 94104

(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code: (650) 235-4769


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 Securities registered pursuant to Section 12(b) of the Act:


  Title of each class: Trading symbol: Name of each exchange on which registered:  
  Common Stock, par value $0.01 per share GSVC Nasdaq Capital Market  







Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On and effective July 17, 2019, the Board of Directors (the “Board”) of GSV Capital Corp. (the “Company”) elected Lisa Westley as a director of the Company. Ms. Westley is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Company and will serve as one of the Company’s independent directors. She will serve as a director for a term expiring in 2020 and until her successor is duly elected and qualified.


Ms. Westley will be entitled to the applicable annual fee and other compensation pursuant to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. There are no arrangements or understandings between Ms. Westley and any other persons pursuant to which Ms. Westley was elected as a director of the Company. There are also no transactions in which Ms. Westley has an interest requiring disclosure under Item 404(a) of Regulation S-K.


In connection with Ms. Westley’s election to the Board, the Board increased the number of directors that constitutes the full Board to five directors from four directors, effective July 17, 2019, in accordance with its bylaws.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  July 19, 2019 GSV CAPITAL CORP.  
  By:  /s/ Allison Green  

Allison Green
Chief Financial Officer, Treasurer and Secretary