Form SC 13D/A MVC CAPITAL, INC. Filed by: COOPERMAN LEON G

February 18, 2020 5:24 PM EST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #1)

MVC CAPITAL, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
553829102
(CUSIP Number)
 
Edward Levy
810 Seventh Avenue, 33rd Floor
New York, New York 10019
212-495-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 25, 2019
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ◻
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).






CUSIP No. 553829102
 
13D
 
Page 2 of 5 Pages
 

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
Leon G. Cooperman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States
 
 
 
 
NUMBER OF
COMMON
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
1,554,001
 
 
 
 
8
SHARED VOTING POWER
 
 
 
200,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
1,554,001
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
200,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,754,001
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN COMMON SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 9.90%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
 
 
 
 

(1) Based on 17,725,118 shares of Common Stock reported to be outstanding in the Issuer’s Annual Report on Form 10-K filed on January 14, 2020.  See Item 5(a) with respect to the shares of Common Stock beneficially held by Mr. Cooperman.



CUSIP No. 553829102
 
13D
 
Page 3 of 5 Pages

This Amendment No.1 (“Amendment”) supplementally amends the initial Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2018 (the “Schedule 13D”) by Mr. Leon G. Cooperman (“Mr. Cooperman”). This Amendment is filed by Mr. Cooperman in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended.
Item 1.  Security and Issuer.
This Amendment relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of MVC CAPITAL, INC. (the “Issuer”).  The address of the principal executive office of the Issuer is 287 Bowman Avenue, 2nd Floor, Purchase, NY 10577.
Item 2.  Identity and Background.
(a) The name of the reporting person is Leon G. Cooperman.
(b) The address of Mr. Cooperman is St. Andrews Country Club, 7118 Melrose Castle Lane, Boca Raton, FL 33496.
(c) Mr. Cooperman is engaged in, among other activities, investing for his own account.  Mr. Cooperman is married to an individual named Toby Cooperman.  Mr. Cooperman has investment discretion over the Common Stock held by the Uncommon Knowledge and Achievement, Inc. (the “Uncommon”), a 501(c)(3) Delaware charitable foundation. Mr. Cooperman has an adult son named Michael S. Cooperman and a minor grandchild named Asher Silvin Cooperman. The Michael S. Cooperman WRA Trust (the “WRA Trust”) is an irrevocable trust for the benefit of Michael S. Cooperman. Mr. Cooperman has investment authority over the Common Stock held by Toby Cooperman, Michael S. Cooperman, the UTMA account for Asher Silvin Cooperman, and the WRA Trust account.
(d) During the past five years Mr. Cooperman was not convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Cooperman was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  Such proceeding is described below.
In September 2016, the SEC filed a lawsuit against Mr. Cooperman and Omega Advisors, Inc., in the United States District Court for the Eastern District of Pennsylvania, captioned SEC v. Cooperman et al., 16-cv-5043.  The SEC’s complaint asserted a claim under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) based on allegations that Mr. Cooperman traded in securities of a publicly traded company in July 2010 on the basis of material nonpublic information.  The complaint also asserted claims under Section 13(d) and Section 16(a) of the Exchange Act based on allegations that Mr. Cooperman did not timely report information about holdings and transactions in securities of publicly traded companies that he beneficially owned.  In May 2017, Mr. Cooperman consented to the entry of a final judgment, which the court entered later that month.  Among other things, the final judgment—in which Mr. Cooperman neither admitted nor denied wrongdoing—permanently enjoined Mr. Cooperman from violating Section 10(b), Section 13(d), and Section 16(a) of the Exchange Act; directed Mr. Cooperman to pay $4,947,139 in disgorgement, prejudgment interest, and civil penalties; and required Mr. Cooperman to retain an independent compliance consultant.
(f) Mr. Cooperman is a citizen of the United States of America.
Item 3.  Source or Amount of Funds or Other Consideration.
Mr. Cooperman acquired the Common Units through open market purchases. The source of funds for all purchases was working capital.
Item 4.  Purpose of Transaction.
 Mr. Cooperman has acquired Issuer Common Stock for investment purposes. Mr. Cooperman intends from time to time to review his investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Issuer Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, Mr. Cooperman may take such actions in the future as he deems appropriate in light of the circumstances existing from time to time, which may include further acquisitions of Issuer Common Stock or disposal of some or all of the Issuer Common Stock currently owned by Mr. Cooperman or otherwise acquired by Mr. Cooperman, either in the open market or in privately negotiated transactions.
Mr. Cooperman does not currently have any plans or proposals that relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although Mr. Cooperman reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing).


 
CUSIP No. 553829102
 
13D
 
Page 4 of 5 Pages
 

Item 5.  Interest in Securities of the Issuer.
(a) Mr. Cooperman may be deemed the beneficial owner of 1,754,001 shares of Common Stock, which constitutes approximately 9.90% of the total number of Common Stock outstanding.  This beneficial ownership includes: (i) 983,800 shares owned by Mr. Cooperman; (ii) 251,200 shares owned by Toby Cooperman; (iii) 101,501 shares owned Michael Cooperman; (iv) 200,000 shares owned by the WRA Trust; (v) 17,500 shares owned by the UTMA account for Asher Silvin Cooperman; and (vi) 200,000 shares owned by the Uncommon.
(b) Mr. Cooperman has voting power over all of the above Common Stock. This includes: (i) 983,800 shares owned by Mr. Cooperman; (ii) 251,200 shares owned by Toby Cooperman; (iii) 101,501 shares owned Michael Cooperman; (iv) 200,000 shares owned by the WRA Trust; (v) 17,500 shares owned by the UTMA account for Asher Silvin Cooperman; and (vi) 200,000 shares owned by the Uncommon.
(c) The information in Item 4 is incorporated by reference.  The following table details the transactions effected by Mr. Cooperman since the most recent filing of a Schedule 13D.
Date of Transaction

Type of Transaction
Number of Issuer Common Stock
Price per Issuer Common Stock
How the Transaction was Effected
August 23, 2018
Purchase of Common Stock
7,055
$9.35
Purchased on the NYSE
September 4, 2018
Purchase of Common Stock
3,562
$9.32
Purchased on the NYSE
September 5, 2018
Purchase of Common Stock
1,200
$9.31
Purchased on the NYSE
September 7, 2018
Purchase of Common Stock
14,481
$9.29
Purchased on the NYSE
October 15, 2018
Purchase of Common Stock
3,400
$9.30
Purchased on the NYSE
October 22, 2018
Purchase of Common Stock
200
$9.29
Purchased on the NYSE
October 23, 2018
Purchase of Common Stock
3,157
$9.29
Purchased on the NYSE
October 26, 2018
Purchase of Common Stock
6,800
$9.12
Purchased on the NYSE
October 31, 2018
Purchase of Common Stock
3,312
$9.05
Purchased on the NYSE
November 1, 2018
Purchase of Common Stock
10,021
$9.01
Purchased on the NYSE
November 2, 2018
Purchase of Common Stock
6,067
$8.97
Purchased on the NYSE
November 5, 2018
Purchase of Common Stock
200.00
$8.95
Purchased on the NYSE
November 19, 2018
Purchase of Common Stock
2,400
$8.95
Purchased on the NYSE
November 20, 2018
Purchase of Common Stock
4,991
$8.94
Purchased on the NYSE
November 21, 2018
Purchase of Common Stock
100
$8.90
Purchased on the NYSE
November 23, 2018
Purchase of Common Stock
1,000
$8.92
Purchased on the NYSE
November 26, 2018
Purchase of Common Stock
15,109
$8.91
Purchased on the NYSE
November 27, 2018
Purchase of Common Stock
14,000
$8.84
Purchased on the NYSE
December 4, 2018
Purchase of Common Stock
799
$8.70
Purchased on the NYSE
December 14, 2018
Purchase of Common Stock
1,822
$8.59
Purchased on the NYSE
December 14, 2018
Purchase of Common Stock
12,763
$8.66
Purchased on the NYSE
December 17, 2018
Purchase of Common Stock
10,300
$8.34
Purchased on the NYSE
December 17, 2018
Purchase of Common Stock
15,000
$8.45
Purchased on the NYSE
December 18, 2018
Purchase of Common Stock
14,316
$8.17
Purchased on the NYSE
December 18, 2018
Purchase of Common Stock
10,000
$8.27
Purchased on the NYSE
December 19, 2018
Purchase of Common Stock
900
$8.10
Purchased on the NYSE
December 20, 2018
Purchase of Common Stock
2,300
$8.05
Purchased on the NYSE
December 21, 2018
Purchase of Common Stock
4,922
$7.99
Purchased on the NYSE
June 24, 2018
Purchase of Common Stock
2,600
$9.28
Purchased on the NYSE
June 25, 2018
Purchase of Common Stock
304
$9.25
Purchased on the NYSE
June 26, 2018
Purchase of Common Stock
550
$9.25
Purchased on the NYSE
June 28, 2018
Purchase of Common Stock
2,000
$9.22
Purchased on the NYSE
August 1, 2019
Purchase of Common Stock
100
$9.15
Purchased on the NYSE
August 27, 2019
Purchase of Common Stock
6,324
$8.89
Purchased on the NYSE
August 28, 2019
Purchase of Common Stock
18,000
$8.82
Purchased on the NYSE
September 9, 2019
Purchase of Common Stock
10
$8.70
Purchased on the NYSE
September 18, 2019
Purchase of Common Stock
19,503
$9.00
Purchased on the NYSE
September 19, 2019
Purchase of Common Stock
2,487
$9.00
Purchased on the NYSE
October 10, 2019
Purchase of Common Stock
5,000
$8.82
Purchased on the NYSE
October 11, 2019
Purchase of Common Stock
6,000
$8.82
Purchased on the NYSE
October 14, 2019
Purchase of Common Stock
600
$8.80
Purchased on the NYSE
October 16, 2019
Purchase of Common Stock
4,400
$8.94
Purchased on the NYSE
October 21, 2019
Purchase of Common Stock
6,138
$9.02
Purchased on the NYSE
October 23, 2019
Purchase of Common Stock
3,862
$9.01
Purchased on the NYSE
December 16, 2019
Sale of Common Stock
126,000
$9.15
Sold on the NYSE
December 16, 2019
Purchase of Common Stock
126,000
$9.15
Purchased on the NYSE

(d) Not applicable.
(e) Not applicable.
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the best knowledge of Mr. Cooperman, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Cooperman and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.  Material to Be Filed as Exhibits.
None.



CUSIP No. 553829102
 
13D
 
Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
LEON G. COOPERMAN
 
 /s/ Edward Levy
Name
 
 Attorney-in-Fact
Duly authorized under POA effective as of August 10, 2016 and filed on August 12, 2016
 
 
 February 18, 2020
Date
 
 
Dated: February 18, 2020





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