TriplePoint Venture Growth BDC Corp. - Quarter Report: 2017 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01044

TriplePoint Venture Growth BDC Corp.

(Exact name of registrant as specified in its charter)

MARYLAND		46-3082016
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150, Menlo Park, California 94025

(Address of principal executive office)

(650) 854-2090

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a small reporting company)	Smaller reporting company	☐
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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2017, the registrant had 16,001,290 shares of common stock, $0.01 par value per share, outstanding.

TriplePoint Venture Growth BDC Corp.

TABLE OF CONTENTS


				PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Assets and Liabilities as of March 31, 2017 and December 31, 2016	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and March 31, 2016	4
	Condensed Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2017 and March 31, 2016	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and March 31, 2016	6
	Condensed Consolidated Schedules of Investments as of March 31, 2017 and December 31, 2016	7
	Notes to Condensed Consolidated Financial Statements as of March 31, 2017	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
	Forward-Looking Statements	41
	Overview	42
	Portfolio Composition, Investment Activity and Asset Quality	43
	Results of Operations	50
	Critical Accounting Policies	55
	Liquidity and Capital Resources	55
	Recent Developments	59
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	61

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
SIGNATURES			64

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollars in thousands, except share and per share data)

	March 31, 2017			December 31, 2016
	(unaudited)
Assets
Investments at fair value (amortized cost of $326,674 and $370,116, respectively)	$	328,408		$	374,311
Short-term investments at fair value (cost of $79,963 and $39,990, respectively)		79,963			39,990
Cash		30,165			7,776
Restricted cash		6,459			7,702
Deferred credit facility costs		1,570			1,774
Prepaid expenses and other assets		2,863			2,669
Total Assets		449,428			434,222

Liabilities
Revolving Credit Facility		86,000			115,000
2020 Notes, net		53,383			53,288
Payable for U.S. Treasury bill assets		79,963			39,990
Base management fee payable		1,572			1,449
Income incentive fee payable		1,473			1,208
Accrued capital gains incentive fee		—			—
Payable to directors and officers		66			63
Distributions payable		5,753			—
Other accrued expenses and liabilities		7,331			7,361
Total Liabilities		235,541			218,359
Commitments and Contingencies (Note 7)
Net Assets	$	213,887		$	215,863

Preferred stock, par value $0.01 per share (50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2017 and December 31, 2016)	$	—		$	—
Common stock, par value $0.01 per share (450,000,000 shares authorized; 15,980,768 and 15,980,768 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively)		160			160
Paid-in capital in excess of par value		231,518			231,518
Undistributed net investment income		3,191			1,025
Accumulated net realized losses on investments		(22,716	)		(21,035	)
Accumulated net unrealized gains (losses) on investments		1,734			4,195
Net Assets	$	213,887		$	215,863

Net Asset Value per Share	$	13.38		$	13.51

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(dollars in thousands, except share and per share data)

	For the Three Months Ended March 31,
	2017			2016
Investment Income
Interest income from investments	$	14,252		$	10,725
Other income
Expirations / terminations of unfunded commitments		40			354
Other fees		12			—
Total investment and other income		14,304			11,079

Operating Expenses
Base management fee		1,572			1,365
Income incentive fee		1,473			—
Capital gains incentive fee		—			—
Interest expense and amortization of fees		2,405			1,794
Administration agreement expenses		374			397
General and administrative expenses		561			795
Total Operating Expenses		6,385			4,351

Net investment income		7,919			6,728

Net realized and unrealized gains (losses) on investments
Net realized losses on investments		(1,681	)		(651	)
Net change in unrealized gains (losses) on investments		(2,461	)		(13,334	)
Net realized and unrealized gains (losses) on investments		(4,142	)		(13,985	)

Net Increase (Decrease) in Net Assets Resulting from Operations	$	3,777		$	(7,257	)

Basic and diluted net investment income per share	$	0.50		$	0.41
Basic and diluted net increase (decrease) in net assets per share	$	0.24		$	(0.45	)
Basic and diluted weighted average shares of common stock outstanding		15,980,768			16,302,036

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

(dollars in thousands, except share data)

	Shares of Common Stock		Total Net Assets
Balance as of January 1, 2016		16,302,036	$	231,646
Net decrease in net assets resulting from operations		—		(7,257	)
Distributions		—		(5,869	)
Balance as of March 31, 2016		16,302,036		218,520

Balance as of January 1, 2017		15,980,768	$	215,863
Net increase in net assets resulting from operations		—		3,777
Distributions		—		(5,753	)
Balance as of March 31, 2017		15,980,768	$	213,887

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

	For the Three Months Ended March 31,
	2017			2016
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	3,777		$	(7,257	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Fundings and purchases of investments		(14,319	)		(56,023	)
Purchases of short-term investments, net		(39,973	)		(9,866	)
Principal payments and proceeds from investments		55,200			32,438
Payment-in-kind interest on investments		(317	)		(640	)
Net change in unrealized (gains) losses on investments		2,461			13,334
Realized losses on investments		1,681			651
Amortization and accretion of premiums and discounts, net		(551	)		(626	)
Accretion of end-of-term payments, net of prepayments		1,748			(169	)
Amortization of deferred credit facility and 2020 Notes issuance costs		299			336
Change in restricted cash		1,243			3,066
Change in operating assets and liabilities:
Payable for U.S. Treasury bill assets		39,973			9,865
Prepaid expenses and other assets		(194	)		(398	)
Base management fee payable		123			(10	)
Income incentive fee payable		265			(1,453	)
Payable to directors and officers		3			3
Other accrued expenses and liabilities		(30	)		(2,462	)
Net cash provided (used in) by operating activities		51,389			(19,211	)
Cash Flows from Financing Activities:
Repayments under revolving credit facility, net		(29,000	)		—
Deferred credit facility costs		—			(1,080	)
Net cash used in financing activities		(29,000	)		(1,080	)
Net change in cash		22,389			(20,291	)
Cash at beginning of period		7,776			32,451
Cash at end of period	$	30,165		$	12,160
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for interest	$	2,090		$	1,413
Distribution declared, not paid	$	5,753		$	5,869

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

(unaudited)

(dollars in thousands)

As of March 31, 2017

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments
Birchbox, Inc.	E-Commerce - Personal Goods	Growth Capital Loan (Prime + 7.75% interest rate, 11.00% EOT payment)	$	5,000	$	5,152	$	5,168	2/28/2019
		Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)		5,000		5,152	$	5,168	2/28/2019
		Growth Capital Loan (Prime + 8.00% interest rate, 11.00% EOT payment)		10,000		10,175	$	10,211	7/31/2019
Birchbox, Inc. Total				20,000		20,479		20,547
Birst, Inc.	Business Applications Software	Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)		10,000		10,116		10,149	11/30/2017
		Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)		15,000		14,946		15,089	3/31/2019
		Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)		2,000		1,988		2,009	6/30/2019
Birst, Inc. Total				27,000		27,050		27,247
Cambridge Broadband Network Limited (1) (3)	Wireless Communications Equipment	Growth Capital Loan (Prime + 10.75% interest rate)		6,045		6,370		6,380	12/31/2017
CrowdStrike, Inc.	Security Services	Growth Capital Loan (Prime + 7.75% interest rate, 0.50% EOT payment)		20,000		18,749		18,883	12/31/2020
Farfetch UK Limited (1) (3)	Shopping Facilitators	Growth Capital Loan (Prime + 8.25% interest rate, 9.00% EOT payment)		10,000		10,049		10,502	3/31/2020
		Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		5,000		5,045		5,255	1/31/2020
		Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		5,000		4,885		5,092	6/30/2020
Farfetch UK Limited Total				20,000		19,979		20,849
FinancialForce.com, Inc.	Business Applications Software	Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)		15,000		14,388		14,569	12/31/2020
Forgerock, Inc.	Security Services	Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		10,000		10,176		10,278	9/30/2019
		Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		5,000		4,993		5,043	2/29/2020
Forgerock, Inc. Total				15,000		15,169		15,321

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of March 31, 2017

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments (continued)
Fuze, Inc. (fka Thinking Phone Networks, Inc.)	Conferencing Equipment / Services	Growth Capital Loan (11.25% interest rate, 2.85% EOT payment)	$	30,000	$	29,603	$	30,209	9/30/2019
		Growth Capital Loan (11.50% interest rate, 2.85% EOT payment)		5,000		4,925		4,928	9/30/2019
		Growth Capital Loan (11.50% interest rate, 2.85% EOT payment)		5,000		4,925		4,928	9/30/2019
Fuze, Inc. (fka Thinking Phone Networks, Inc.) Total				40,000		39,453		40,065
Harvest Power, Inc.	Biofuels / Biomass	Growth Capital Loan (13.00% interest rate, 9.00% EOT payment)		15,000		16,181		16,138	11/30/2017
KnCMiner AB (1) (3) (8) (12)	Financial Institution and Services	Growth Capital Loan (9.00% interest rate, 6.00% EOT payment)		3,758		3,809		3,231	6/30/2018
		Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)		1,798		1,795		1,546	6/30/2018
KnCMiner AB Total				5,556		5,604		4,777
MapR Technologies, Inc.	Business Applications Software	Equipment Loan (8.00% interest rate, 10.00% EOT payment)		2,344		2,487		2,524	9/30/2018
		Equipment Lease (8.25% interest rate, 10.00% EOT payment) (1)		136		136		136	1/31/2019
		Equipment Lease (8.25% interest rate, 10.00% EOT payment) (1)		1,452		1,452		1,459	6/30/2019
		Equipment Loan (6.50% interest rate, 10.00% EOT payment)		780		780		781	6/30/2019
		Equipment Lease (8.50% interest rate, 10.00% EOT payment) (1)		136		137		137	12/31/2019
MapR Technologies, Inc. Total				4,848		4,992		5,037
Mind Candy Limited (1) (3)	Entertainment	Growth Capital Loan (11.00% PIK, 3.00% Cash, 9.50% EOT payment)		8,667		9,531		7,178	1/31/2019
Munchery, Inc.	Restaurant / Food Service	Growth Capital Loan (Prime + 8.25% interest rate, 8.75% EOT payment)		2,913		2,920		2,980	6/30/2019
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 7.00% interest rate, 6.25% EOT payment)		10,000		10,189		10,575	11/30/2018
		Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)		6,000		6,011		6,242	6/30/2019
		Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)		2,000		1,985		2,071	10/31/2019

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of March 31, 2017

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments (continued)
		Growth Capital Loan (Prime + 6.25% interest rate, 4.50% EOT payment)		4,000		3,951		4,068	11/30/2019
Rent the Runway, Inc. Total				22,000		22,136		22,956
SimpliVity Corporation	Database Software	Equipment Lease (6.75% interest rate, 10.00% EOT payment) (1)		2,539		2,539		2,836	12/31/2018
		Equipment Lease (6.75% interest rate, 7.50% EOT payment) (1)		1,677		1,677		1,820	6/30/2018
		Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)		1,185		1,185		1,317	12/31/2018
		Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)		807		807		909	2/28/2019
		Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)		49		49		56	3/31/2019
		Equipment Lease (9.00% interest rate, 10.00% EOT payment) (1)		4,272		4,273		5,012	9/30/2018
SimpliVity Corporation Total				10,529		10,530		11,950
Virtual Instruments Corporation	Network Systems Management Software	Growth Capital Loan (10.00% interest rate)		5,000		5,000		4,998	4/4/2020
		Growth Capital Loan (5.00% PIK interest rate)		21,410		21,411		19,357	4/4/2021
		Growth Capital Loan (5.00% PIK interest rate)		5,137		5,137		4,488	4/4/2021
Virtual Instruments Corporation Total				31,547		31,548		28,843
WorldRemit Limited (1) (3)	Financial Institution and Services	Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		5,120		5,152	12/31/2018
		Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		4,995		5,070	6/30/2019
		Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		4,987		5,070	6/30/2019
		Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		4,895		5,005	11/30/2019
		Growth Capital Loan (Prime + 3.75% interest rate, 4.00% EOT payment)		5,000		4,838		4,834	3/31/2018
WorldRemit Limited Total				25,000		24,835		25,131

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of March 31, 2017

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments (continued)
Xirrus, Inc. (12)	Wireless Communications Equipment	Growth Capital Loan (Prime + 10.25% PIK interest rate, 8.50% EOT payment)		1,378		1,719		1,614	3/31/2017 (10)
		Growth Capital Loan (Prime + 10.25% PIK interest rate, 8.50% EOT payment)		3,029		3,627		3,409	3/31/2017 (10)
		Growth Capital Loan (Prime + 10.25% PIK interest rate, 8.50% EOT payment)		3,547		4,135		3,920	3/31/2017 (10)
		Growth Capital Loan (Prime + 10.25% PIK interest rate, 8.50% EOT payment)		9,982		10,794		10,693	12/31/2017 (10)
		Growth Capital Loan (12.00% PIK interest rate) (2)		2,564		2,552		2,564	10/16/2017 (10)
		Growth Capital Loan (15.00% PIK interest rate) (2)		2,000		2,000		2,000	10/16/2017 (10)
Xirrus, Inc. Total				22,500		24,827		24,200
Total Debt Investments			$	311,605	$	314,741	$	313,051

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of March 31, 2017

Venture Growth Stage Company	Industry	Type of Warrant	Shares		Cost		Fair Value
Warrants
AirStrip Technologies, Inc. (2)	Medical Software and Information Services	Preferred Stock		31,063	$	112	$	74
Birchbox, Inc.	E-Commerce - Personal Goods	Preferred Stock		60,052		690		1,383
Birst, Inc.	Business Applications Software	Preferred Stock		428,491		129		39
Cambridge Broadband Network Limited (1) (3)	Wireless Communications Equipment	Preferred Shares		33,000		95		4
CrowdStrike, Inc.	Security Services	Preferred Shares		99,344		72		72
Eero, Inc. (2)	Wireless Communications Equipment	Preferred Stock		35,446		80		80
Farfetch UK Limited (1) (3)	Shopping Facilitators	Preferred Stock		37,998		170		173
FinancialForce.com, Inc. (2)	Business Applications Software	Preferred Stock		195,170		508		508
Forgerock, Inc.	Security Services	Preferred Stock		195,992		155		386
Fuze, Inc. (fka Thinking Phone Networks, Inc.)	Conferencing Equipment / Services	Preferred Stock		323,381		670		639
Green Chef Corporation (2)	Restaurant / Food Service	Preferred Stock		315,211		98		98
Harvest Power, Inc.	Biofuels / Biomass	Common Stock		350		77		—
InMobi Pte Ltd. (1) (2) (3)	Advertising / Marketing	Ordinary Shares		48,500		35		103
Inspirato, LLC (2)	Travel and Leisure	Preferred Units		1,994		37		40
JackThreads, Inc. (2)	E-Commerce - Clothing and Accessories	Common Stock		283,401		88		77
Lattice Engines, Inc. (2)	Business Applications Software	Preferred Stock		396,652		48		95
MapR Technologies, Inc.	Business Applications Software	Preferred Stock		256,388		42		92
Medallia, Inc. (2)	Business Applications Software	Preferred Stock		55,814		11		76
Mind Candy, Inc. (1) (3)	Entertainment	Preferred Stock		287,187		751		—
Munchery, Inc.	Restaurant / Food Service	Preferred Stock		21,537		45		99
Optoro, Inc. (2)	Business to Business Marketplace	Preferred Stock		10,346		40		9
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock		88,037		213		828
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Common Stock		82,891		331		1,155
Shazam Entertainment Limited (1) (2) (3)	Multimedia / Streaming Software	Ordinary Shares		2,669,479		134		139
Stance, Inc. (2)	E-Commerce - Clothing and Accessories	Preferred Stock		75,000		41		41
TechMediaNetwork, Inc. (2)	General Media and Content	Preferred Stock		72,234		31		28
Thrillist Media Group, Inc. (2)	General Media and Content	Common Stock		774,352		624		1,394
Varsity Tutors LLC (2) (11)	Educational/Training Software	Preferred Stock		240,590		65		65
WorldRemit Limited (1) (3)	Financial Institution and Services	Preferred Stock		112,252		331		358
Xirrus, Inc.	Wireless Communications Equipment	Preferred Stock		6,446,763		787		—
Total Warrants					$	6,510	$	8,055

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of March 31, 2017

Venture Growth Stage Company	Industry	Type of Equity	Shares		Cost		Fair Value
Equity Investments (2)
Birchbox, Inc.	E-Commerce - Personal Goods	Preferred Stock		2,839	$	250	$	296
Birchbox, Inc.	E-Commerce - Personal Goods	Convertible Note (8.00% interest rate)		—		45		131
Birst, Inc.	Business Applications Software	Preferred Stock		42,801		250		184
Cohesity Inc.	Network Systems Management Software	Preferred Stock		60,342		400		400
Inspirato, LLC (1) (4)	Travel and Leisure	Preferred Units		1,948		250		258
MapR Technologies, Inc.	Business Applications Software	Preferred Stock		36,264		150		150
MongoDB, Inc.	Software Development Tools	Common Stock		74,742		1,000		622
Nutanix, Inc. (7)	Database Software	Common Stock		173,731		1,078		3,261
Pluribus Networks, Inc.	Communications Software	Preferred Stock		722,073		2,000		2,000
Total Equity Investments					$	5,423	$	7,302

Total Investments in Portfolio Companies					$	326,674	$	328,408

Short-Term Investments (2)					Cost		Fair Value
U.S. Treasury Bills	$80,000 Face Value Maturity Date 4/27/2017 Yield to Maturity 0.725%				$	79,963	$	79,963
Total Short-Term Investments					$	79,963	$	79,963

Total Investments					$	406,637	$	408,371

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments
Birchbox, Inc.	E-Commerce - Personal Goods	Growth Capital Loan (10.00% interest rate, 8.00% EOT payment)	$	5,000	$	5,104	$	5,095	2/28/2019
		Growth Capital Loan (10.00% interest rate, 7.00% EOT payment)		5,000		5,111		5,057	2/28/2019
		Growth Capital Loan (10.25% interest rate, 8.00% EOT payment)		10,000		10,082		10,096	7/31/2019
Birchbox, Inc. Total				20,000		20,297		20,248
Birst, Inc.	Business Applications Software	Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)		10,000		10,086		10,109	11/30/2017
		Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)		15,000		14,908		14,990	3/31/2019
		Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)		2,000		1,983		1,995	6/30/2019
Birst, Inc. Total				27,000		26,977		27,094
Cambridge Broadband Network Limited (1) (3)	Wireless Communications Equipment	Growth Capital Loan (Prime + 10.75% interest rate)		6,045		6,271		6,271	12/31/2017
CrowdStrike, Inc.	Security Services	Growth Capital Loan (Prime + 7.75% interest rate, 0.50% EOT payment)		20,000		18,715		18,715	12/31/2020
Farfetch UK Limited (1) (3)	Shopping Facilitators	Growth Capital Loan (Prime + 8.25% interest rate, 9.00% EOT payment)		10,000		9,975		10,410	3/31/2020
		Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		5,000		5,008		5,211	1/31/2020
		Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		5,000		4,842		5,034	6/30/2020
Farfetch UK Limited Total				20,000		19,825		20,655
FinancialForce.com, Inc.	Business Applications Software	Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)		15,000		14,308		14,396	12/31/2020
Forgerock, Inc.	Security Services	Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		10,000		10,085		10,150	9/30/2019
		Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)		5,000		4,948		4,976	2/29/2020
Forgerock, Inc. Total				15,000		15,033		15,126

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments (continued)
Fuze, Inc. (fka Thinking Phone Networks, Inc.)	Conferencing Equipment / Services	Growth Capital Loan (11.25% interest rate, 2.85% EOT payment)	$	30,000	$	29,453	$	30,096	9/30/2019
		Growth Capital Loan (11.50% interest rate, 2.85% EOT payment)		5,000		4,900		4,898	9/30/2019
		Growth Capital Loan (11.50% interest rate, 2.85% EOT payment)		5,000		4,899		4,897	9/30/2019
Fuze, Inc. (fka Thinking Phone Networks, Inc.) Total				40,000		39,252		39,891
Harvest Power, Inc.	Biofuels / Biomass	Growth Capital Loan (13.00% interest rate, 9.00% EOT payment)		15,000		16,121		16,065	11/30/2017
KnCMiner AB (1) (3) (8)	Financial Institution and Services	Growth Capital Loan (9.00% interest rate, 6.00% EOT payment)		3,758		3,809		3,231	6/30/2018
		Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)		1,798		1,795		1,546	6/30/2018
KnCMiner AB Total				5,556		5,604		4,777
MapR Technologies, Inc.	Business Applications Software	Equipment Loan (8.00% interest rate, 10.00% EOT payment)		2,708		2,810		2,853	9/30/2018
		Equipment Lease (8.25% interest rate, 10.00% EOT payment) (1)		145		145		146	1/31/2019
		Equipment Lease (8.25% interest rate, 10.00% EOT payment) (1)		1,434		1,434		1,441	6/30/2019
		Equipment Loan (6.50% interest rate, 10.00% EOT payment)		860		845		845	6/30/2019
		Equipment Lease (8.50% interest rate, 10.00% EOT payment) (1)		135		135		135	12/31/2019
MapR Technologies, Inc. Total				5,282		5,369		5,420
Mind Candy Limited (1) (3)	Entertainment	Growth Capital Loan (12.00% interest rate, 9.50% EOT payment)		9,000		9,781		7,430	6/30/2017
ModCloth, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (11.50% interest rate, 13.42% EOT payment)		684		809		789	6/30/2017
		Growth Capital Loan (11.50% interest rate, 13.69% EOT payment)		1,475		1,725		1,688	6/30/2017
		Growth Capital Loan (13.00% interest rate, 15.50% EOT payment)		2,000		2,232		2,255	8/31/2017
		Growth Capital Loan (13.00% interest rate, 16.00% EOT payment)		5,000		5,545		5,606	11/30/2017

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments (continued)
ModCloth, Inc.		Growth Capital Loan (13.00% interest rate, 16.50% EOT payment)	$	5,000	$	5,504	$	5,574	2/28/2018
		Growth Capital Loan (13.00% interest rate, 11.61% EOT payment)		4,114		4,548		4,571	6/30/2017
		Equipment Lease (7.50% interest rate, 15.00% EOT payment) (1)		36		36		37	3/31/2017
		Equipment Lease (7.50% interest rate, 15.00% EOT payment) (1)		7		7		7	6/30/2017
		Equipment Lease (7.50% interest rate, 15.00% EOT payment) (1)		5		5		5	7/31/2017
ModCloth, Inc. Total				18,321		20,411		20,532
Munchery, Inc.	Restaurant / Food Service	Growth Capital Loan (Prime + 7.00% interest rate, 6.75% EOT payment)		3,000		2,972		3,003	6/30/2019
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Growth Capital Loan (Prime + 7.00% interest rate, 6.25% EOT payment)		10,000		10,116		10,554	11/30/2018
		Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)		6,000		5,970		6,221	6/30/2019
		Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)		2,000		1,972		2,065	10/31/2019
		Growth Capital Loan (Prime + 6.25% interest rate, 4.50% EOT payment)		4,000		3,934		4,034	11/30/2019
Rent the Runway, Inc. Total				22,000		21,992		22,874
SimpliVity Corporation	Database Software	Growth Capital Loan (10.00% interest rate, 8.50% EOT payment)		7,000		7,241		7,631	6/30/2018
		Growth Capital Loan (10.00% interest rate, 8.50% EOT payment)		3,000		3,074		3,271	10/31/2018
		Growth Capital Loan (11.50% interest rate, 9.00% EOT payment)		7,000		7,175		7,684	10/31/2018
		Growth Capital Loan (11.50% interest rate, 9.00% EOT payment)		3,000		3,057		3,293	12/31/2018
		Growth Capital Loan (12.75% interest rate, 9.50% EOT payment)		10,000		10,158		11,047	1/31/2019
		Equipment Lease (6.75% interest rate, 10.00% EOT payment) (1)		2,808		2,808		3,176	12/31/2018
		Equipment Lease (6.75% interest rate, 7.50% EOT payment) (1)		1,939		1,939		2,133	6/30/2018

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company	Industry	Type of Investment	Outstanding Principal		Cost		Fair Value		Maturity Date
Debt Investments (continued)
SimpliVity Corporation		Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)	$	1,311	$	1,311	$	1,475	12/31/2018
		Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)		885		885		1,010	2/28/2019
		Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)		54		54		61	3/31/2019
		Equipment Lease (9.00% interest rate, 10.00% EOT payment) (1)		4,556		4,554		5,677	9/30/2018
SimpliVity Corporation Total				41,553		42,256		46,458
Virtual Instruments Corporation	Network Systems Management Software	Growth Capital Loan (10.00% interest rate)		5,000		5,000		4,994	4/4/2020
		Growth Capital Loan (5.00% interest rate) (5)		21,155		21,155		18,662	4/4/2021
		Growth Capital Loan (5.00% interest rate) (5)		5,076		5,076		4,291	4/4/2021
Virtual Instruments Corporation Total				31,231		31,231		27,947
WorldRemit Limited (1) (3)	Financial Institution and Services	Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		5,075		5,088	12/31/2018
		Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		4,950		5,005	6/30/2019
		Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		4,941		5,005	6/30/2019
		Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)		5,000		4,851		4,940	11/30/2019
WorldRemit Limited Total				20,000		19,817		20,038
Xirrus, Inc.	Wireless Communications Equipment	Growth Capital Loan (Prime + 10.25% interest rate, 12.04% EOT payment) (5)		1,378		1,719		1,684	12/31/2016 (9)
		Growth Capital Loan (Prime + 10.25% interest rate, 13.01% EOT payment) (5)		3,029		3,627		3,566	12/31/2016 (9)
		Growth Capital Loan (Prime + 10.25% interest rate, 13.75% EOT payment) (5)		3,547		4,135		4,106	3/31/2017
		Growth Capital Loan (Prime + 10.25% interest rate, 15.82% EOT payment) (5)		9,982		10,794		11,224	12/31/2017
		Growth Capital Loan (12.00% interest rate) (2) (5)		2,564		2,552		2,487	10/16/2017
Xirrus, Inc. Total				20,500		22,827		23,067
Total Debt Investments			$	354,488	$	359,059	$	360,007

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company	Industry	Type of Warrant	Shares		Cost		Fair Value
Warrants
AirStrip Technologies, Inc. (2)	Medical Software and Information Services	Preferred Stock		31,063	$	112	$	74
Birchbox, Inc.	E-Commerce - Personal Goods	Preferred Stock		60,052		690		1,406
Birst, Inc.	Business Applications Software	Preferred Stock		428,491		129		39
Cambridge Broadband Network Limited (1) (3)	Wireless Communications Equipment	Preferred Shares		33,000		95		4
CrowdStrike, Inc.	Security Services	Preferred Shares		99,344		72		72
Eero, Inc. (2)	Wireless Communications Equipment	Preferred Stock		35,446		80		80
Farfetch UK Limited (1) (3)	Shopping Facilitators	Preferred Stock		37,998		170		183
FinancialForce.com, Inc. (2)	Business Applications Software	Preferred Stock		195,170		508		508
Forgerock, Inc.	Security Services	Preferred Stock		97,996		155		209
Fuze, Inc. (fka Thinking Phone Networks, Inc.)	Conferencing Equipment / Services	Preferred Stock		323,471		670		633
Green Chef Corporation (2)	Restaurant / Food Service	Preferred Stock		315,211		98		98
Harvest Power, Inc.	Biofuels / Biomass	Common Stock		350		77		—
InMobi Pte Ltd. (1) (2) (3)	Advertising / Marketing	Ordinary Shares		48,500		35		106
Inspirato, LLC (2)	Travel and Leisure	Preferred Units		1,994		37		40
JackThreads, Inc. (2)	E-Commerce - Clothing and Accessories	Common Stock		283,401		88		77
Lattice Engines, Inc. (2)	Business Applications Software	Preferred Stock		396,652		48		95
MapR Technologies, Inc.	Business Applications Software	Preferred Stock		256,388		42		92
Medallia, Inc. (2)	Business Applications Software	Preferred Stock		55,814		11		87
Mind Candy, Inc. (1) (3)	Entertainment	Preferred Stock		287,187		751		—
ModCloth, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock		5,590,041		746		503
Munchery, Inc.	Restaurant / Food Service	Preferred Stock		222,640		45		45
Optoro, Inc. (2)	Business to Business Marketplace	Preferred Stock		10,346		40		9
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Preferred Stock		88,037		213		828
Rent the Runway, Inc.	E-Commerce - Clothing and Accessories	Common Stock		82,891		331		1,155
Shazam Entertainment Limited (1) (2) (3)	Multimedia / Streaming Software	Ordinary Shares		2,669,479		134		166
SimpliVity Corporation	Database Software	Preferred Stock		770,201		936		—
TechMediaNetwork, Inc. (2)	General Media and Content	Preferred Stock		72,234		31		28
Thrillist Media Group, Inc. (2)	General Media and Content	Common Stock		774,352		624		1,394
WorldRemit Limited (1) (3)	Financial Institution and Services	Preferred Stock		96,216		279		307
Xirrus, Inc.	Wireless Communications Equipment	Preferred Stock		6,446,763		787		—
Total Warrants					$	8,034	$	8,238

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company	Industry	Type of Equity	Shares		Cost		Fair Value
Equity Investments (2)
Birchbox, Inc.	E-Commerce - Personal Goods	Preferred Stock		2,839	$	250	$	292
Birchbox, Inc.	E-Commerce - Personal Goods	Convertible Note (8.00% interest rate)		—		45		130
Birst, Inc.	Business Applications Software	Preferred Stock		42,801		250		184
Inspirato, LLC (1) (4)	Travel and Leisure	Preferred Units		1,948		250		258
MapR Technologies, Inc.	Business Applications Software	Preferred Stock		36,264		150		150
MongoDB, Inc.	Software Development Tools	Common Stock		74,742		1,000		622
Nutanix, Inc. (7)	Database Software	Common Stock		173,731		1,078		4,430
Total Equity Investments					$	3,023	$	6,066

Total Investments in Portfolio Companies					$	370,116	$	374,311

Short-Term Investments (2)					Cost		Fair Value
U.S. Treasury Bills	$40,000 Face Value Maturity Date 1/26/2017 Yield to Maturity 0.40%				$	39,990	$	39,990
Total Short-Term Investments					$	39,990	$	39,990

Total Investments					$	410,106	$	414,301

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

(unaudited)

As of March 31, 2017 and as of December 31, 2016

NOTES TO CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

Notes applicable to the investments presented in the foregoing tables:

Unless otherwise noted, all of the investments in the foregoing tables are in entities that are domiciled in the United States and/or have a principal place of business in the United States.

No investment represents a 5% or greater interest in any outstanding class of voting security of the portfolio company.

As of March 31, 2017 and December 31, 2016, unless otherwise noted, certain of the debt investments and certain of the warrants of TriplePoint Venture Growth BDC Corp. (the “Company”), with an aggregate fair value of approximately $313.7 million and $363.0 million, respectively, were pledged for borrowings under the Company’s revolving credit facility.

Notes applicable to the debt investments presented in the foregoing tables:

Interest rate is the annual interest rate on the debt investment and does not include any original issue discount, end-of-term (“EOT”) payment, or any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees.

The EOT payments are contractual and fixed interest payments due in cash at the maturity date of the loan, including upon prepayment, and are a fixed percentage of the original principal balance of the loan unless otherwise noted. The EOT payment is amortized and recognized as non-cash income over the loan or lease prior to its payment.

Some of the terms noted in the foregoing tables are subject to change based on certain events such as prepayments.

Notes applicable to the equipment leases presented in the foregoing tables:

At the end of the term of certain equipment leases, the lessee has the option to purchase the underlying assets at fair market value in certain cases subject to a cap, return the equipment or continue to finance the assets. The fair market values of the financed assets have been estimated as a percentage of original cost for purposes of the EOT payment value.

Notes applicable to the warrants presented in the foregoing tables:

Warrants are associated with funded debt instruments as well as certain commitments to provide future funding.

Specific notes applicable to specific investments in the foregoing tables:

(1) Investment is a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). As of March 31, 2017 and December 31, 2016, non-qualifying assets as a percentage of total assets were 17.6% and 17.4%, respectively.

(2) As of March 31, 2017 or December 31, 2016, these debt investments, warrants, equity investments and short-term investments were not pledged as collateral as part of the Company’s revolving credit facility.

(3) Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(4) Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.

(5) Debt investment has a payment-in-kind (“PIK”) feature.

(6) Unused.

(7) Entity is publicly traded and listed on The Nasdaq Global Select Market (the “NASDAQ”).

(8) As of March 31, 2017, the Company’s debt investments in KnCMiner AB include risk and time discounted expected recoveries of cash from completed asset sales and equity in GoGreen Light AB, who acquired certain assets from KnCMiner AB.

(9) The maturity date was extended to March 31, 2017 during the first quarter of 2017.

(10) Repaid on April 24, 2017.

(11) Investment is a cash success fee payable on the consummation of certain trigger events.

(12) Debt is on non-accrual status.

See accompanying notes to condensed consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1. Organization

TriplePoint Venture Growth BDC Corp. (the “Company”), a Maryland corporation, was formed on June 28, 2013 and priced its initial public offering and commenced investment operations on March 5, 2014. The Company is structured as an externally-managed non-diversified, closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As a BDC, the Company expects to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed to expand the venture growth stage business segment of TriplePoint Capital LLC’s (“TPC”) investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. The Company’s investment objective is to maximize total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by primarily lending to venture growth stage companies focused in technology, life sciences and other high growth industries backed by TPC’s select group of leading venture capital investors. The Company is externally managed by TPVG Advisers LLC (the “Adviser”) which is registered as an investment adviser under the 1940 Act and is a wholly owned subsidiary of TPC. The Adviser is responsible for sourcing, reviewing and structuring investment opportunities, underwriting and performing due diligence on investments and monitoring the investment portfolio on an ongoing basis. The Adviser was organized in August 2013 and, pursuant to an investment advisory agreement entered into between the Company and the Adviser, the Company pays the Adviser a base management fee and an incentive fee for its services. The Company has also entered into an administration agreement with TPVG Administrator LLC (the “Administrator”), a wholly owned subsidiary of the Adviser, and pays fees and expenses for services provided.

The Company has two wholly owned subsidiaries; TPVG Variable Funding Company LLC (the “Financing Subsidiary”), a bankruptcy remote special purpose entity established for utilizing the Company’s revolving credit facility, and TPVG Investment LLC, an entity established for holding certain of the Company’s investments in order to benefit from the tax treatment of these investments and create a tax structure that is more advantageous with respect to the Company’s RIC status. These subsidiaries are consolidated in the financial statements of the Company.

Note 2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying interim condensed consolidated financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and reflect all adjustments and reclassifications that are necessary for the fair representation of financial results as of and for the periods presented. Certain items in the prior period’s condensed consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications did not impact any prior amounts of reported total assets, total liabilities, net assets or results of operations. All intercompany account balances and transactions have been eliminated.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 13, 2017. There have been no changes in the significant accounting policies from those disclosed in the audited consolidated financial statements included in the Annual Report on Form 10-K.

Note 3. Related Party Agreements and Transactions

Investment Advisory Agreement

Subject to the overall supervision of the Company’s Board of Directors (the “Board”) and in accordance with 1940 Act, the Adviser manages the day-to-day operations and provides investment advisory services to the Company pursuant to an investment advisory agreement (the “Advisory Agreement”). Under the terms of the Advisory Agreement, the Adviser:

•

determines the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;

•

identifies, evaluates and negotiates the structure of the investments the Company makes;

•

executes, closes, services and monitors the investments the Company makes;

•

determines the securities and other assets that the Company purchases, retains or sells;

•

performs due diligence on prospective investments; and

•

provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

Pursuant to the Advisory Agreement, the Company has agreed to pay the Adviser a fee for its investment advisory and management services consisting of two components—a base management fee and an incentive fee. The cost of both the base management fee and incentive fee is ultimately borne by the Company’s stockholders.

The base management fee is calculated at an annual rate of 1.75% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. For services rendered under the Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of the Company’s gross assets at the end of its two most recently completed calendar quarters. Such amount is appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases during a calendar quarter. Base management fee for any partial month or quarter are appropriately pro-rated.

The incentive fee, which provides the Adviser with a share of the income it generates for the Company, consists of two components—investment income and capital gains—which are largely independent of each other, with the result that one component may be payable even if the other is not payable.

Under the investment income component, the Company pays the Adviser 20.0% of the amount by which the Company’s pre-incentive fee net investment income for the quarter exceeds a hurdle rate of 2.0% (which is 8.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which the Adviser receives all of such income in excess of the 2.0% level but less than 2.5% and subject to a total return requirement. The effect of the “catch-up” provision is that, subject to the total return provision discussed below, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, the Adviser receives 20.0% of the Company’s pre-incentive fee net investment income as if the 2.0% hurdle rate did not apply. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC exceeds the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. In other words, any investment income incentive fee that is payable in a calendar quarter is limited to the lesser of (i) 20.0% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the “catch-up” provision and (ii) (x) 20.0% of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC minus (y) the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of the Company’s pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation since the effective date of the Company’s election to be regulated as a BDC. The Company elected to be regulated as a BDC on March 5, 2014.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss, subject to the total return requirement described in the preceding paragraph. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company may pay the applicable incentive fee even if it has incurred a loss in that quarter due to realized and unrealized losses subject to the total return requirement. The Company’s net investment income used to calculate this component of the incentive fee is also included in the amount of the Company’s assets used to calculate the 1.75% base management fee. These calculations are appropriately pro-rated for any period of less than three months and adjusted for any share issuance or repurchase during the current quarter.

Under the capital gains component of the incentive fee, the Company pays the Adviser at the end of each calendar year 20.0% of the Company’s aggregate cumulative realized capital gains from inception through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized losses through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. For the foregoing purpose, the Company’s “aggregate cumulative realized capital gains” does not include any unrealized gains. It should be noted that the Company accrues an incentive fee for accounting purposes taking into account any unrealized gains in accordance with GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee is payable for such year. Additionally, if the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

The base management fee accrued and payable, income incentive fee accrued and payable, and capital gains incentive fee accrued are included in the Company’s condensed consolidated financial statements and summarized in the table below. The Adviser has agreed to exclude the U.S. Treasury bills acquired at the end of each applicable quarter in the calculation of gross assets for purposes of determining its base management fee. There were no net realized capital gains since the inception of the Company and, thus, no capital gains incentive fee was earned or is payable. The Company had net unrealized losses during the three months ended March 31, 2017 and March 31, 2016, and, as a result, no capital gains incentive fees were recorded for the three months ended March 31, 2017 and March 31, 2016.

Management and Incentive Fees	For the Three Months Ended March 31,
(dollars in thousands)	2017		2016
Base management fee	$	1,572	$	1,365
Income incentive fee	$	1,473	$	—
Capital gains incentive fee	$	—	$	—

The table above presents the base management and incentive fees accrued during the period and these fees are paid in the quarter after they are earned. During the three months ended March 31, 2017, approximately $1.4 million of base management fees earned in prior periods were paid, and approximately $1.2 million of income incentive fees earned in prior periods were paid. During the three months ended March 31, 2016, approximately $1.4 million of base management fees earned in prior periods were paid, and approximately $1.5 million of income incentive fees earned in prior periods were paid.

Administration Agreement

Prior to the commencement of operations, the Board approved an administration agreement dated February 18, 2014 (the “Administration Agreement”). The Administration Agreement provides that the Administrator is responsible for furnishing the Company with office facilities and equipment and providing the Company with clerical, bookkeeping, recordkeeping services and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees, or arranges for, the performance of the Company’s required administrative services, which includes being responsible for the financial and other records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports and other materials filed with the Securities and Exchange Commission (the “SEC”) and any other regulatory authority. In addition, the Administrator assists the Company in determining and publishing net asset value, overseeing the preparation and filing of the Company’s tax returns and printing and disseminating reports and other materials to the Company’s stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those companies that have accepted the Company’s offer to provide such assistance.

Payments under the Administration Agreement are equal to the Company’s allocable portion (subject to the review of the Board) of the Administrator’s overhead resulting from its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the chief compliance officer and chief financial officer and their respective staffs. In addition, if requested to provide significant managerial assistance to the Company’s portfolio companies, the Administrator is paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from such companies for providing this assistance.

For both the three months ended March 31, 2017 and 2016, expenses paid or payable by the Company to the Administrator under the Administration Agreement were approximately $0.4 million, of which approximately $70 thousand and $60 thousand, respectively, were paid or payable to third party service providers.

Note 4. Investments

The Company measures the value of its investments at fair value in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or “ASC Topic 820”, issued by the Financial Accounting Standards Board, or “FASB”. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Valuation Committee of the Board is responsible for assisting the Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Board, with the assistance of the Adviser and its senior investment team and independent valuation agents, is responsible for determining, in good faith, the fair value in accordance with the valuation policy approved by the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Adviser considers a range of fair values based upon the valuation techniques utilized and selects a value within that range that most represents fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant. The Board makes this fair value determination on at least a quarterly basis or at such other times when the Board feels it would be appropriate to do so given the circumstances. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below.

Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.

With respect to investments for which market quotations are not readily available, the Board undertakes a multi-step valuation process each quarter, as described below:

•

The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser’s professionals that are responsible for the portfolio investment;

•

Preliminary valuation conclusions are then documented and discussed with the Adviser’s senior investment team;

•

At least once annually, the valuation for each portfolio investment will be reviewed by an independent valuation firm. However, the Board does not intend to have de minimis investments of less than 1.0% of the Company’s gross assets (up to an aggregate of 10.0% of the Company’s gross assets) independently reviewed, given the expenses involved in connection therewith;

•

The Valuation Committee then reviews these preliminary valuations and makes fair value recommendations to the Board; and

•

The Board then discusses valuations and determines, in good faith, the fair value of each investment in the Company’s portfolio based on the input of the Adviser, the respective independent valuation firms and the Valuation Committee.

Debt Investments

The debt investments identified on the condensed consolidated schedules of investments are loans and equipment leases made to venture growth stage companies focused in technology, life sciences and other high growth industries which are backed by a select group of leading venture capital investors. These investments are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indices for these types of debt instruments and thus the Adviser’s senior management team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

To estimate the fair value of debt investments, the Company compares the cost basis of each debt investment, which includes original issue discount, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions which are similar in nature to these debt investments, in order to determine a comparable range of effective market interest rates. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment.

This valuation process includes, among other things, evaluating the underlying investment performance and the portfolio company’s current financial condition and ability to raise additional capital, as well as macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Changes in these unobservable inputs could result in significantly different fair value measurements.

Under certain circumstances, an alternative technique may be used to value certain debt investments that better reflected the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arm’s length transaction, the use of multiple probability weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

Warrants

The fair value of the warrants is primarily estimated using a Black Scholes option pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors, but not limited to, the following:

•

Underlying enterprise value of the issuer is estimated based on information available, including any information regarding the most recent rounds of borrower funding. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or approaches that utilize recent rounds of financing and the portfolio company’s capital structure to determine enterprise value. Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant. Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in the portfolio. Such techniques included option pricing models, including back solve techniques, probability weighted expected return models and other techniques as determined to be appropriate.

•

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant. Increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value.

•

The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant. Increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value.

•

Other adjustments, including a marketability discount on private company warrants, are estimated based on the Adviser’s judgment about the general industry environment. Changes in this unobservable input could result in a significantly different fair value.

•

Historical portfolio experience on cancellations and exercises of warrants are utilized as the basis for determining the estimated life of the warrants in each financial reporting period. Warrants may be exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. Increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value.

Under certain circumstances alternative techniques may be used to value certain warrants that better reflect the warrants’ fair values, such as an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, or the price paid or realized in a recently completed transaction or binding offer received in an arm’s-length transaction. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.

These valuation methodologies involve a significant degree of judgment. There is no single standard for determining the estimated fair value of investments which do not have an active public market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined.

Equity Investments

The fair value of an equity investment in a privately held company is initially the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third party round of equity financing subsequent to its investment. The Company may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance. The Company may also reference comparable transactions and/or secondary market transactions of comparable companies to estimate fair value. These valuation methodologies involve a significant degree of judgment. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis. There is no single standard for determining the estimated fair value of investments which do not have an active public market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined.

The following is a summary by investment type of the fair value according to inputs used in valuing investments listed in the accompanying condensed consolidated schedules of investments as of March 31, 2017 and December 31, 2016.

Investment Type	As of March 31, 2017
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	—	$	313,051	$	313,051
Warrants		—		—		8,055		8,055
Equity investments		3,261		—		4,041		7,302
Short-term investments		79,963		—		—		79,963
Total investments	$	83,224	$	—	$	325,147	$	408,371

Investment Type	As of December 31, 2016
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	—	$	360,007	$	360,007
Warrants		—		—		8,238		8,238
Equity investments		—		4,430		1,636		6,066
Short-term investments		39,990		—		—		39,990
Total investments	$	39,990	$	4,430	$	369,881	$	414,301

The following tables present additional information about Level 3 investments measured at fair value for the three months ended March 31, 2017 and March 31, 2016. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the net unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

Level 3	For the Three Months Ended March 31, 2017
Investment Activity (dollars in thousands)	Debt Investments			Warrants			Equity Investments		Total Investments
Fair value as of January 1, 2017	$	360,007		$	8,238		$	1,636	$	369,881
Fundings of investments, at cost		11,762			157			2,400		14,319
Principal payments and sale proceeds received from investments		(55,200	)		—			—		(55,200	)
Amortization and accretion of fixed income premiums and discounts, net and end-of term payments		(1,197	)		—			—		(1,197	)
Realized losses on investments		—			(1,681	)		—		(1,681	)
Net change in unrealized gains (losses) included in earnings		(2,638	)		1,341			5		(1,292	)
Payment-in-kind coupon		317			—			—		317
Totals	$	313,051		$	8,055		$	4,041	$	325,147

Net change in unrealized gains (losses) on Level 3 investments held as of March 31, 2017	$	(296	)	$	1,098		$	5	$	808

Level 3	For the Three Months Ended March 31, 2016
Investment Activity (dollars in thousands)	Debt Investments			Warrants			Equity Investments		Total Investments
Fair value as of January 1, 2016	$	259,585		$	8,067		$	3,639	$	271,291
Fundings of investments, at cost		55,363			660			—		56,023
Principal payments received on investments		(32,438	)		—			—		(32,438	)
Amortization and accretion of fixed income premiums and discounts, net and end-of term payments		795			—			—		795
Realized losses on investments		—			(498	)		—		(498	)
Net change in unrealized gains included in earnings		(13,365	)		38			5		(13,322	)
Payment-in-kind coupon		640			—			—		640
Totals	$	270,580		$	8,267		$	3,644	$	282,491

Net change in unrealized gains (losses) on Level 3 investments held as of March 31, 2016	$	(13,336	)	$	(111	)	$	5	$	(13,442	)

Realized gains and losses are included in net realized gains (losses) on investments in the condensed consolidated statements of operations. There were realized losses of approximately $1.7 million and $0.7 million, as a result of writing off certain warrants during the three months ended March 31, 2017 and March 31, 2016, respectively.

Unrealized gains and losses are included in net change in unrealized gains (losses) on investments in the condensed consolidated statements of operations. The change in net unrealized gains (losses) for Level 3 investments in debt, equity and warrants are summarized in the tables above. In addition to the unrealized gains and losses for Level 3 investments, during the three months ended March 31, 2017, there were changes in unrealized gains of approximately $1 thousand on U.S. Treasury bills. For the three months ended March 31, 2016, there were changes in unrealized losses of approximately $5 thousand on U.S. Treasury bills.

During the three months ended March 31, 2017, the Company had debt investments in two portfolio companies on non-accrual with aggregate investment cost and approximate fair value of $30.4 million and $29.0 million, respectively. During the three months ended March 31, 2016, the Company had debt investments in one portfolio company on non-accrual with aggregate investment cost and fair value of approximately $14.5 million and $5.9 million, respectively.

For the three months ended March 31, 2017 and March 31, 2016, the Company recognized approximately $52 thousand and $0.4 million in other income, respectively, consisting of $40 thousand and $0.4 million, respectively, from the termination or expiration of unfunded commitments and approximately $12 thousand and $0, respectively, from amortization of certain fees paid by companies and other income.

The following tables provide a summary of quantitative information about the Level 3 fair value measurements of investments as of March 31, 2017 and December 31, 2016. In addition to the techniques and inputs noted in the tables below, the Company may also use other valuation techniques and methodologies when determining fair value measurements. The tables below are not intended to be all inclusive, but rather provide information on significant Level 3 inputs as they relate to the fair value measurements of investments.

Level 3 Investments	As of March 31, 2017
(dollars in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Debt investments	$	284,074	Discounted Cash Flows	Discount Rate	2.50% - 28.93% (13.75%)
		24,200	Expected Recovery	N/A	N/A
		4,777	Discounted Expected Recovery	N/A	N/A
Warrants		5,933	Black Scholes Option Pricing Model	Share Price and Equity Value	N/A
				Revenue Multiples	0.80x – 8.00x (3.85x)
				Volatility	40.00% - 70.00% (50.80%)
				Term	1.00– 7.00 Years (3.05 Years)
				Discount for Lack of Marketability	0.00% - 32.70% (13.70%)
		2,122	Option-Pricing Method and Probability-Weighted Expected Return Method	Weighted Average Cost of Capital	25.00% – 30.00% (25.30%)
				Term	1.25 – 1.25 Years (1.25 Years)
Equity investments		1,641	Black Scholes Option Pricing Model	Share Price and Equity Value	N/A
				Revenue Multiples	1.75x – 6.00x (3.56x)
				Volatility	40.00% - 60.00% (50.90%)
				Term	1.00– 2.50 Years (1.55 Years)
				Discount for Lack of Marketability	0.00% - 23.70% (12.60%)
		2,400	Last Equity Financing	Price per share	$2.77 - $6.63
Total investments	$	325,147

Level 3 Investments	As of December 31, 2016
(dollars in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Debt investments	$	355,230	Discounted Cash Flows	Discount Rate	2.50% - 25.00% (14.32%)
		4,777	Discounted Expected Recovery	N/A	N/A
Warrants		6,089	Black Scholes Option Pricing Model	Share Price and Equity Value	N/A
				Revenue Multiples	0.34x – 8.00x (3.43x)
				Volatility	40.00% - 70.00% (53.30%)
				Term	1.00– 7.00 Years (2.98 Years)
				Discount for Lack of Marketability	0.00% - 32.70% (14.10%)
		2,149	Option-Pricing Method and Probability-Weighted Expected Return Method	Weighted Average Cost of Capital	25.00% – 30.00% (25.40%)
				Term	1.25 – 2.25 Years (1.33 Years)
Equity investments		1,636	Black Scholes Option Pricing Model	Share Price and Equity Value	N/A
				Revenue Multiples	1.50x – 6.00x (3.57x)
				Volatility	45.00% - 60.00% (51.70%)
				Term	1.00– 2.50 Years (1.55 Years)
				Discount for Lack of Marketability	0.00% - 23.70% (12.90%)
Total investments	$	369,881

As of March 31, 2017, the fair values for all but two of the Company’s debt investments were estimated using discounted cash flow models based on anticipated cash flows and a discount rate deemed most appropriate for each investment given the facts and circumstances specific to each portfolio company and market yields at the reporting date. The Company’s debt investments in KnCMiner AB includes risk and time discounted expected recoveries including cash from asset sales completed as well as preferred shares received from GoGreen Light AB, which acquired certain assets from KnCMiner AB. Such preferred shares entitle the Company to receive annual cash distributions based on a percentage of the net income of GoGreen Light AB. The Company’s debt investments in Xirrus, Inc. were valued as of March 31, 2017 based on the actual amounts received in April 2017 in conjunction with a sale of the company and repayment of its outstanding loans. As of December 31, 2016, the fair values for all but one of the Company’s debt investments (KnCMiner AB) were estimated using discounted cash flow models based on anticipated cash flows and a discount rate deemed most appropriate for each investment given the facts and circumstances specific to each portfolio company and market yields at the reporting date.

As of March 31, 2017 and December 31, 2016, fair values for all but two warrant positions were estimated using an Option-Pricing Method that values individual equity classes based on their economic rights and preferences using the Black Scholes Option-Pricing Model. Two warrant positions were valued using a combination of the Option-Pricing Method and the Probability-Weighted Expected Return Method given the outlook for those portfolio companies. As of March 31, 2017, all but two equity investments were valued using the market approach. The fair market value for two investments is derived based on the last equity financing round. As of December 31, 2016, all the equity investments were valued using the market approach.

The range of the various assumptions and weighted averages of these assumptions are summarized in the tables above.

As of March 31, 2017 and December 31, 2016, the Company had pledged certain of its debt investments and certain of its warrants with an aggregate fair value of approximately $313.7 million and $363.0 million, respectively, for borrowings under its revolving credit facility.

Note 5. Credit Risk

Debt investments may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic, economic and political developments, may significantly affect the value of these investments. In addition, the value of these investments may fluctuate as the general level of interest rates fluctuate.

In many instances, the portfolio company’s ability to repay the debt investments is dependent on additional funding by its venture capital investors, a future sale or an initial public offering. The value of these investments may be detrimentally affected to the extent a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan.

Note 6. Borrowings

Revolving Credit Facility

In February 2014, the Company, along with its Financing Subsidiary as borrower, entered into a credit agreement with Deutsche Bank, acting as administrative agent and a lender, and KeyBank National Association, Everbank Commercial Lender Finance, Inc., and AloStar Bank of Commerce, as other lenders, which provided the Company with a $150.0 million commitment, subject to borrowing base requirements (the “Revolving Credit Facility”). In August 2014, the Company amended the Revolving Credit Facility to increase the total commitments available there-under by $50.0 million to $200.0 million in aggregate.

Pursuant to the amendment to the Revolving Credit Facility, effective as of January 2016, borrowings under the Revolving Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including LIBOR and commercial paper rates, plus (ii) a margin of 3.0% during the revolving period and 4.5% during the amortization period. Borrowings under the Revolving Credit Facility are secured only by the assets of the Financing Subsidiary. The Company agreed to pay Deutsche Bank a syndication fee in 12 monthly installments, of approximately 1% of the committed facility amount. The Company also agreed to pay to Deutsche Bank a fee to act as administrative agent under the Revolving Credit Facility and to pay each lender (i) a commitment fee of 0.65% multiplied by such lender’s commitment on the effective date in 12 equal monthly installments and (ii) a fee of approximately 0.75% per annum for any unused borrowings under the Revolving Credit Facility on a monthly basis. The Revolving Credit Facility contains affirmative and restrictive covenants, including but not limited to an advance rate limitation of approximately 55% of the applicable net loan balance of assets held by the Financing Subsidiary, maintenance of minimum net worth at an agreed level, a ratio of total assets to total indebtedness of not less than approximately 2:1, a key man clause relating to the Company’s Chief Executive Officer, Mr. James P. Labe, and the Company’s President and Chief Investment Officer, Mr. Sajal K. Srivastava, and eligibility requirements, including but not limited to geographic and industry concentration limitations and certain loan grade classifications. Furthermore, events of default under the Revolving Credit Facility include, among other things, (i) a payment default; (ii) a change of control; (iii) bankruptcy; (iv) a covenant default; and, (v) the Company’s failure to maintain compliance with RIC provisions at all times. The revolving period of the Revolving Credit Facility ends on February 21, 2018 and the maturity date of the Revolving Credit Facility is February 21, 2019. As of March 31, 2017 and December 31, 2016, the Company was in compliance with all covenants under the Revolving Credit Facility.

At March 31, 2017 and December 31, 2016, the Company had outstanding borrowings of $86.0 million and $115.0 million, respectively, under the Revolving Credit Facility, which is included in the Company’s condensed consolidated statements of assets and liabilities. The book value of the Revolving Credit Facility not measured at fair value on a recurring basis, approximates fair value due to the relatively short maturity, cash repayments and market interest rates of the instrument. The fair value of the Revolving Credit Facility would be categorized as Level 3 of the fair value hierarchy. Interest expense includes the interest cost charged on borrowings, the unused fee on the Revolving Credit Facility, third party administrative fees, and the amortization of deferred Revolving Credit Facility fees and expenses. These expenses are summarized in the table below.

Interest Expense and Amortization of Fees	For the Three Months Ended March 31,
(dollars in thousands)	2017		2016
Revolving Credit Facility
Interest cost charged on borrowings	$	968	$	162
Unused fee		183		345
Amortization of costs and other fees		231		267
Revolving Credit Facility Total	$	1,382	$	774
2020 Notes
Interest cost	$	922	$	921
Amortization of costs and other fees		101		99
2020 Notes Total	$	1,023	$	1,020
Total interest expense and amortization of fees	$	2,405	$	1,794

During the three months ended March 31, 2017 and March 31, 2016, the Company had average outstanding borrowings of $102.6 million and $18.0 million, respectively, under the Revolving Credit Facility at a weighted average interest of 3.78% and 3.56%, respectively.

2020 Notes

On August 4, 2015, the Company completed a public offering of $50.0 million in aggregate principal amount of its 6.75% Notes due 2020 (the "2020 Notes") and received net proceeds of approximately $48.3 million after the payment of fees and offering costs. The 2020 Notes are disclosed under “2020 Notes” in the condensed consolidated statements of assets and liabilities, net of unamortized issuance costs. The interest expense, including amortization of debt issuance costs are summarized in the table above. The interest on the 2020 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning on October 15, 2015. The 2020 Notes are listed on the NYSE under the symbol “TPVZ”. The 2020 Notes were issued in integral principal amount multiples ("units") of $25. On September 2, 2015, the Company issued an additional $4.6 million in aggregate principal amount of its 2020 Notes and received net proceeds of approximately $4.5 million after the payment of fees and offering costs as a result of the underwriters’ partial exercise of their option to purchase additional 2020 Notes.

At March 31, 2017 and December 31, 2016, the 2020 Notes had a market price of $25.55 per unit and $25.50 per unit, respectively, resulting in an aggregate fair value of approximately $55.8 million and $55.7 million, respectively. The 2020 Notes are recorded at amortized cost in the condensed consolidated statements of assets and liabilities. Amortized cost includes approximately $1.2 million and $1.3 million at March 31, 2017 and December 31, 2016, respectively, of deferred issuance cost which is amortized and expensed over the five year term of the 2020 Notes based on an effective yield method.

The following tables provide additional information about the level in the fair value hierarchy of the Company’s liabilities at March 31, 2017 and December 31, 2016.

Liability	As of March 31, 2017
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Revolving Credit Facility	$	—	$	—	$	86,000	$	86,000
2020 Notes, net *		—		54,584		—		54,584

_______________

*	Net of approximately $1.2 million of deferred issuance cost.

Liability	As of December 31, 2016
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Revolving Credit Facility	$	—	$	—	$	115,000	$	115,000
2020 Notes, net *		—		54,381		—		54,381

_______________

*	Net of approximately $1.3 million of deferred issuance cost.

Other Payables

On March 31, 2017, the Company purchased $80.0 million in face value of U.S. Treasury bills for settlement on April 4, 2017. On December 30, 2016, the Company purchased $40.0 million of U.S. Treasury bills for settlement on January 4, 2017. The associated payable was included in the Company’s condensed consolidated statements of assets and liabilities as of March 31, 2017 and December 31, 2016. As of March 31, 2017, the Company had no other payables other than in the ordinary course of business.

Note 7. Commitments

Commitments

As of March 31, 2017 and December 31, 2016, the Company’s unfunded commitments to ten and nine companies, respectively, totaled approximately $117.4 million and approximately $117.4 million, respectively, of which $50.0 million and $60.0 million, respectively, was dependent upon the companies reaching certain milestones before the debt commitment becomes available to them. Of the approximately $117.4 million of unfunded commitments as of March 31, 2017, approximately $72.4 million will expire in 2017, $40.0 million will expire during 2018, and $5.0 million will expire during 2019, if not drawn prior to expiration.

The Company’s credit agreements contain customary lending provisions which allow it relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. The Company generally expects approximately 75% of its gross unfunded commitments to eventually be drawn before the expiration of their corresponding availability periods.

The tables below provide the Company’s unfunded commitments by company as of March 31, 2017 and December 31, 2016.

	As of March 31, 2017
Unfunded Commitments* (dollars in thousands)	Principal Balance		Fair Value of Unfunded Commitment Liability
CrowdStrike, Inc.	$	5,000	$	81
Eero, Inc.		15,000		130
Farfetch UK Limited		5,000		53
FinancialForce.com, Inc.		15,000		94
Green Chef Corporation		10,000		173
MapR Technologies, Inc. (Equipment Lease)		4,352		12
Rent the Runway, Inc.		28,000		511
Stance, Inc.		15,000		166
Varsity Tutors LLC		15,000		159
WorldRemit Ltd.		5,000		62
Total	$	117,352	$	1,441

______________

*Does not include $40.0 million backlog of potential future commitments. See “-Backlog of Potential Future Commitments” below.

	As of December 31, 2016
Unfunded Commitments* (dollars in thousands)	Principal Balance		Fair Value of Unfunded Commitment Liability
CrowdStrike, Inc.	$	5,000	$	81
Eero, Inc.		15,000		130
Farfetch UK Limited		5,000		53
FinancialForce.com, Inc.		15,000		94
Green Chef Corporation		10,000		173
MapR Technologies, Inc. (Equipment Lease)		4,352		12
Optoro, Inc.		25,000		40
Rent the Runway, Inc.		28,000		511
WorldRemit Ltd.		10,000		124
Total	$	117,352	$	1,218

______________

*Does not include $40.0 million backlog of potential future commitments. See “-Backlog of Potential Future Commitments” below.

The tables above also provide the fair value of the Company’s unfunded commitment liability as of March 31, 2017 and December 31, 2016 totaling approximately $1.4 million and $1.2 million, respectively. The fair value at the inception of the delay draw credit agreements is equal to the fees and warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments and is included in “Other accrued expenses and liabilities” in the Company’s condensed consolidated statements of assets and liabilities.

These liabilities are considered Level 3 liabilities under ASC Topic 820 because there is no known or accessible market or market indices for these types of financial instruments. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. The below table provides additional details regarding the Company’s unfunded commitments activity during the three months ended March 31, 2017 and March 31, 2016.

	For the Three Months Ended March 31,
Commitments Activity (dollars in thousands)	2017		2016
Activity during the period:
New commitments	37,000		90,000
Fundings	(12,000)		(56,368)
Expirations / Terminations	(25,000)		(32,250)

Unfunded commitments at beginning of period	$ 117,352	*	$ 189,961
Unfunded commitments at end of period	$ 117,352	*	$ 191,343

_______________

*Does not include $40.0 million backlog of potential future commitments. See “-Backlog of Potential Future Commitments” below.

The following table provides additional information on the Company’s unfunded commitments regarding milestones, expirations, and types of loans.

Unfunded Commitments* (dollars in thousands)	As of March 31, 2017		As of December 31, 2016
Dependent on milestones	$	50,000	$	60,000
Expiring during:
2017		72,352		102,352
2018		40,000		10,000
2019		5,000		5,000

Growth capital loans		113,000		113,000
Equipment leases and loans		4,352		4,352

_______________

*Does not include $40.0 million backlog of potential future commitments. See “-Backlog of Potential Future Commitments” below.

Backlog of Potential Future Commitments

The Company has entered into commitments with certain of its portfolio companies which permit an increase in the commitment amount in the future in the event that conditions to such increases are met. If such conditions to increase the Company’s commitments are met, these amounts may become unfunded commitments if not drawn prior to expiration. As of March 31, 2017 and December 31, 2016, this backlog of potential future commitments totaled $40.0 million, respectively.

Note 8. Financial Highlights

The financial highlights presented below are for the three months ended March 31, 2017 and March 31, 2016.

Financial Highlights	For the Three Months Ended March 31, or as of March 31,
(dollars in thousands, except per share data)	2017			2016
Per Share Data (1)
Net asset value at beginning of period	$	13.51		$	14.21
Changes in net asset value due to:
Net investment income		0.50			0.41
Net realized gains (losses)		(0.11	)		(0.04	)
Net change in unrealized gains (losses) on investments		(0.16	)		(0.82	)
Distributions		(0.36	)		(0.36	)
Net asset value at end of period	$	13.38		$	13.40

Net investment income per share	$	0.50		$	0.41
Net increase (decrease) in net assets resulting from operations per share	$	0.24		$	(0.45	)
Weighted average shares of common stock outstanding for period		15,980,768			16,302,036
Shares of common stock outstanding at end of period		15,980,768			16,302,036

Financial Highlights	For the Three Months Ended March 31, or as of March 31,
(dollars in thousands, except per share data)	2017			2016

Ratios / Supplemental Data
Net asset value at beginning of period	$	215,863		$	231,646
Net asset value at end of period	$	213,887		$	218,520
Average net asset value	$	217,420		$	233,614

Total return based on net asset value per share (2)		(1.0	)%		(5.7	)%
Net asset value per share at beginning of period	$	13.51		$	14.21
Distributions per share during period	$	0.36		$	0.36
Net asset value per share at end of period	$	13.38		$	13.40

Total return based on stock price (3)		18.3	%		(12.2	%)
Stock price at beginning of period	$	11.78		$	11.96
Distributions per share during period	$	0.36		$	0.36
Stock price at end of period	$	13.94		$	10.50

Net investment income to average net asset value (4)		14.8	%		11.6	%
Net increase (decrease) in net assets to average net asset value (4)		7.0	%		(12.5	%)
Ratio of expenses to average net asset value (4) (5)		11.9	%		7.5	%

(1)	All per share activity is calculated based on the weighted average shares outstanding for the relevant period, except net increase (decrease) in net assets from capital share transactions, which is based on the common shares outstanding as of the relevant balance sheet date.

(2)	Total return based on net asset value (“NAV”) is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share.

(3)

Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. The total return is for the period shown and is not annualized.

(4)	Percentage is presented on an annualized basis.

(5)	Additional financial ratios are provided below:

Ratios	For the Three Months Ended March 31,
(Percentages, on an annualized basis)	2017			2016
Operating expenses excluding incentive fees to average net asset value		9.2	%		7.5	%
Income component of incentive fees to average net asset value		2.7	%		0.0	%
Capital gains component of incentive fees to average net asset value		0.0	%		0.0	%

The weighted average portfolio yield on debt investments presented below is for the three months ended March 31, 2017 and March 31, 2016.

Ratios	For the Three Months Ended March 31,
(Percentages, on an annualized basis) (1)	2017			2016
Weighted average portfolio yield on debt investments		16.8	%		15.7	%
Coupon income		10.1	%		10.6	%
Accretion of discount		0.7	%		0.7	%
Accretion of end-of-term payments		1.7	%		3.0	%
Impact of prepayments during the period		4.3	%		1.4	%

_______________

(1) Weighted average portfolio yields on debt investments for periods shown are the annualized rates of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

Note 9. Net Increase in Net Assets per Share

The following information sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2017 and March 31, 2016.

Basic and Diluted Share Information	For the Three Months Ended March 31,
(dollars in thousands, except per share data)	2017		2016
Net investment income	$	7,919	$	6,728
Net increase (decrease) in net assets resulting from operations	$	3,777	$	(7,257	)
Basic and diluted average weighted shares of common stock outstanding		15,980,768		16,302,036
Basic and diluted net investment income per share of common stock	$	0.50	$	0.41
Basic and diluted net increase (decrease) in net assets resulting from operations per share of common stock	$	0.24	$	(0.45	)

Note 10. Equity

Since inception, the Company has issued 16,494,683 shares of common stock through an initial public offering, a concurrent private placement offering and a follow-on offering. The Company received net proceeds from these offerings of approximately $237.6 million, net of the portion of the underwriting sales load and offering costs paid by the Company.

The Company has adopted a dividend reinvestment plan for its stockholders, which is an “opt out” dividend reinvestment plan. Under this plan, if the Company declares a cash distribution to stockholders, the amount of such distribution is automatically reinvested in additional shares of common stock unless a stockholder specifically “opts out” of the dividend reinvestment plan. If a stockholder opts out, that stockholder receives cash distributions.

Information on the proceeds raised along with any related underwriting sales load and associated offering expenses, and the price at which common stock was issued by the Company, during the year ended December 31, 2016 is provided in the following table. During the three months ended March 31, 2017, there was no issuance of common stock.

Issuance of Common Stock for the Year Ended December 31, 2016 (dollars in thousands, except per share data)	Date	Number of Shares of Common Stock Issued		Gross Proceeds Raised		Underwriting Sales Load		Offering Expenses		Gross Offering Price
First quarter 2016 distribution reinvestment	4/15/2016		46,058		452		—		—	$9.80 per share
Second quarter 2016 distribution reinvestment	6/16/2016		68,920		691		—		—	$10.03 per share
Third quarter 2016 distribution reinvestment	9/16/2016		26,527		273		—		—	$10.29 per share
Fourth quarter 2016 distribution reinvestment	12/16/2016		23,213		271		—		—	$11.68 per share
Total issuance			164,718	$	1,687	$	—	$	—

During the fourth quarter of 2015, the Board authorized the repurchase of up to $25 million of its common stock at prices below the Company’s net asset value per share as reported in its most recent financial statements. Under the repurchase program, the Company may, but is not obligated to, repurchase shares of its outstanding common stock in the open market or in privately negotiated transactions from time to time. The Company expects that the program will be in effect until October 31, 2017, or until the approved dollar amount has been used to repurchase shares. There was no repurchase of common stock during the three months ended March 31, 2017. The Company repurchased 485,986 shares of common stock for approximately $5.4 million during the year ended December 31, 2016.

Shares Repurchased for the Year Ended December 31, 2016 (dollars in thousands, except per share data)	Date	Number of Shares Repurchased		Approximate Dollar Value of Shares Repurchased		Average Price per Share
Shares Repurchased	5/12/2016 to 6/16/2016		190,242	$	2,002	$ 10.52 per share
Shares Repurchased	8/11/2016 to 8/29/2016		295,744	$	3,374	$ 11.41 per share
Total Shares Repurchased			485,986	$	5,376

The Company had 15,980,768 and 15,980,768 shares of common stock outstanding as of March 31, 2017 and December 31, 2016, respectively.

Note 11. Distributions

The Company has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under the Code, beginning with the Company’s taxable year ended December 31, 2014. In order to maintain its ability to be subject to tax as a RIC, among other things, the Company is required to distribute at least 90% of its net ordinary income and net realized short-term capital gains in excess of its net realized long-term capital losses, if any, to its stockholders. Additionally, to avoid a nondeductible 4% U.S. federal excise tax on certain of the Company’s undistributed income, the Company must distribute during each calendar year an amount at least equal to the sum of: (a) 98% of the Company’s ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which the Company’s capital gains exceed the Company’s capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by the Company to use its taxable year); and (c) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. For the tax years ended December 31, 2014 and 2015, the Company was subject to a 4% U.S. federal excise tax and the Company may be subject to this tax in future years. In such cases, the Company is liable for the tax only on the amount by which the Company does not meet the foregoing distribution requirement. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.

The following table summarizes the Company’s cash distributions per share during the three months ended March 31, 2017, during the years ended December 31, 2016 and December 31, 2015.

Period Ended	Date Announced	Record Date	Payment Date	Per Share Amount
March 31, 2017	March 13, 2017	March 31, 2017	April 17, 2017	$	0.36
December 31, 2016	November 7, 2016	November 30, 2016	December 16, 2016	$	0.36
September 30, 2016	August 8, 2016	August 31, 2016	September 16, 2016	$	0.36
June 30, 2016	May 9, 2016	May 31, 2016	June 16, 2016	$	0.36
March 31, 2016	March 14, 2016	March 31, 2016	April 15, 2016	$	0.36
December 31, 2015	November 10, 2015	November 30, 2015	December 16, 2015	$	0.36
September 30, 2015	August 11, 2015	August 31, 2015	September 16, 2015	$	0.36
June 30, 2015	May 6, 2015	May 29, 2015	June 16, 2015	$	0.36
March 31, 2015	March 16, 2015	March 26, 2015	April 16, 2015	$	0.36

It is the Company’s intention to distribute all or substantially all of its taxable income earned over the course of the year; thus, no provision for income tax has been recorded in the Company’s condensed consolidated statements of operations during the three months ended March 31, 2017 and March 31, 2016, respectively. For the year ended December 31, 2016, total distributions of $1.44 per share were declared and paid. Approximately $1.20 of the declared distribution represents a return of capital due to realized losses on debt investments. The balance represents a distribution of ordinary income. Since March 5, 2014 (commencement of operations) to March 31, 2017, total distributions of $4.46 per share have been declared and paid.

Note 12. Subsequent Events

Distributions

On May 9, 2017, the Company announced that its Board declared a $0.36 per share distribution, payable on June 16, 2017, to stockholders of record on May 31, 2017.

Recent Portfolio Activity

From April 1, 2017 through May 9, 2017, the Company funded $0.7 million in new investments. TPC’s direct originations platform entered into $85.0 million of additional non-binding signed term sheets with venture growth stage companies, subject to due diligence, definitive documentation and investment committee approval, as well as compliance with TPC’s allocation policy. From April 1, 2017 through May 9, 2017 the Company received $22.5 million in repayments on outstanding growth capital loans from one obligor.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information contained in this section should be read in conjunction with our condensed consolidated financial statements and related notes and schedules thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “the Company”, “we”, “us”, and “our” refer to TriplePoint Venture Growth BDC Corp. and its subsidiaries.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TriplePoint Venture Growth BDC Corp., our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

our relationships with third parties including venture capital investors;

•

the impact and timing of our unfunded commitments;

•

the expected market for venture capital investments;

•

the performance of our existing portfolio and other investments we may make in the future;

•

the impact of investments that we expect to make;

•

actual and potential conflicts of interest with TPC and TPVG Advisers LLC’s (“Adviser”) and its senior investment team and Investment Committee;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the ability of our Adviser to attract, retain and have access to highly talented professionals, including our Adviser’s senior management team;

•

our ability to qualify and maintain our qualification as a RIC and as a BDC;

•

the adequacy of our cash resources and working capital; and

•

the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly when we elect to use leverage as part of our investment strategy;

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; and

•

the risks, uncertainties and other factors we identify in “Risk Factors” in our Annual Report on Form 10-K under Part I, Item 1A and in this Quarterly Report on Form 10-Q.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described in “Risk Factors” in our Annual Report on Form 10-K under Part I, Item 1A. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

Overview

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2014.

Our shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “TPVG”. Our 6.75% Notes due 2020 (the "2020 Notes") are currently listed on the NYSE under the symbol “TPVZ”.

Our investment objective is to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by primarily lending with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries which are backed by TPC’s select group of leading venture capital investors.

We serve as the primary financing source for the venture growth stage business segment of TriplePoint Capital LLC’s global investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. TPC is located on Sand Hill Road in Silicon Valley and has a primary focus in technology, life sciences and other high growth industries.

We commenced investment activities on March 5, 2014. In order to expedite the ramp-up of our investment activities and further our ability to meet our investment objectives, on March 5, 2014, we acquired our initial portfolio. On March 11, 2014, we completed our initial public offering and received $141.6 million of net proceeds in connection with the initial public offering and concurrent private placement, net of the portion of the underwriting sales load and offering costs we paid. In 2015, we completed a follow-on public offering of our common stock raising approximately $95.9 million after offering costs.

In February 2014, we entered into a credit agreement with Deutsche Bank acting as administrative agent and a lender, and KeyBank National Association, Everbank Commercial Lender Finance, Inc., and AloStar Bank of Commerce, as other lenders, which provided us with a $150.0 million commitment, subject to borrowing base requirements (the “Revolving Credit Facility”). In August 2014, we amended the Revolving Credit Facility to increase the total commitments by $50.0 million to $200.0 million in aggregate. Effective as of a January 2016 amendment to the Credit Facility, borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including LIBOR and commercial paper rates, plus (ii) a margin of 3.0% during the Revolving Credit Facility’s revolving period. The revolving period under the amended Revolving Credit Facility expires on February 21, 2018 and the maturity date of the Revolving Credit Facility is February 21, 2019.

On August 4, 2015, we completed a public offering of $50.0 million in aggregate principal amount of our 2020 Notes and received net proceeds of $48.3 million after the payment of fees and offering costs. The interest on the 2020 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning on October 15, 2015. On September 2, 2015, we issued an additional $4.6 million in aggregate principal amount of our 2020 Notes and received net proceeds of approximately $4.5 million, after the payment of the underwriting sales load and offering costs, as a result of the underwriters’ partial exercise of their option to purchase additional 2020 Notes.

Portfolio Composition, Investment Activity and Asset Quality

Portfolio Composition

We originate and invest primarily in venture growth stage companies. Companies at the venture growth stage have distinct characteristics differentiating them from venture capital-backed companies at other stages in their development lifecycle. We invest primarily in (i) growth capital loans that have a secured collateral position and that are used by venture growth stage companies to finance their continued expansion and growth, (ii) equipment financings, which may be structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, (iii) on a select basis, revolving loans that have a secured collateral position and that are used by venture growth stage companies to advance against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or the equivalent and (iv) direct equity investments in venture growth stage companies. In connection with our growth capital loans, equipment financings and revolving loans, we generally receive warrants that allow us to participate in any equity appreciation of our borrowers and enhance our overall investment returns.

As of March 31, 2017, we had 89 investments in 36 companies and our four largest portfolio companies represented approximately 37% of our portfolio investments. Our investments included 51 debt investments, 29 warrant investments, and nine direct equity and related investments. As of March 31, 2017, the total cost and fair value of these investments were approximately $326.7 million and approximately $328.4 million, respectively. As of March 31, 2017, one of our portfolio companies was publicly traded. At March 31, 2017, the 51 debt investments with an aggregate fair value of approximately $313.1 million had a weighted average loan to enterprise value at the time of underwriting ratio of approximately 8.2%. Enterprise value of the portfolio company is estimated based on information available, including any information regarding the most recent rounds of capital raised by the portfolio company.

As of December 31, 2016, we had 99 investments in 33 companies and our four largest portfolio companies represented approximately 38% of our portfolio investments. Our investments included 63 debt investments, 29 warrant investments, and seven direct equity and related investments. As of December 31, 2016, the total cost and fair value of these investments were approximately $370.1 million and approximately $374.3 million, respectively. As of December 31, 2016, one of our portfolio companies was publicly traded. As of December 31, 2016, the 63 debt investments with an aggregate fair value of approximately $360.0 million had a weighted average loan to enterprise value at the time of underwriting ratio of approximately 8.6%. Enterprise value of the borrower is estimated based on information available, including any information regarding the most recent rounds of borrower funding. The following tables provide information on the cost and fair value of our investments in companies along with the number of companies in our portfolio as of March 31, 2017 and December 31, 2016.

	As of March 31, 2017
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (losses)			Number of Investments		Number of Companies
Debt investments	$	314,741	$	313,051	$	(1,690	)		51		18
Warrants		6,510		8,055		1,545			29		29
Equity investments		5,423		7,302		1,879			9		8
Total Investments in Portfolio Companies	$	326,674	$	328,408	$	1,734			89		36	*

	As of December 31, 2016
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (losses)		Number of Investments		Number of Companies
Debt investments	$	359,059	$	360,007	$	948		63	19
Warrants		8,034		8,238		204		29	29
Equity investments		3,023		6,066		3,043		7	6
Total Investments in Portfolio Companies	$	370,116	$	374,311	$	4,195		99		33	*

_______________

*	Represents non-duplicative number of companies.

The following tables show the fair value of the portfolio of investments, by industry and the percentage of the total investment portfolio, as of March 31, 2017 and December 31, 2016.

	As of March 31, 2017
Investments in Portfolio Companies by Industry (dollars in thousands)‍	At Fair Value		Percentage of Total Investments
Business Applications Software	$	47,997		14.6	%
Conferencing Equipment / Services		40,704		12.4
Security Services		34,662		10.6
Wireless Communications Equipment		30,664		9.3
Financial Institution and Services		30,266		9.2
Network Systems Management Software		29,243		8.9
E-Commerce - Clothing and Accessories		25,057		7.6
E-Commerce - Personal Goods		22,357		6.8
Shopping Facilitators		21,022		6.4
Biofuels / Biomass		16,138		4.9
Database Software		15,211		4.6
Entertainment		7,178		2.2
Restaurant / Food Service		3,177		1.0
Communications Software		2,000		0.6
General Media and Content		1,422		0.4
Software Development Tools		622		0.3
Travel and Leisure		298		0.2
Multimedia / Streaming Software		139	*
Advertising / Marketing		103	*
Medical Software and Information Services		74	*
Educational/Training Software		65	*
Business to Business Marketplace		9	*
Total investments in portfolio companies	$	328,408		100.0	%

	As of December 31, 2016
Investments in Portfolio Companies by Industry (dollars in thousands)	At Fair Value		Percentage of Total Investments
Database Software	$	50,888		13.6	%
Business Applications Software		48,065		12.8
E-Commerce - Clothing and Accessories		45,969		12.3
Conferencing Equipment / Services		40,524		10.8
Security Services		34,122		9.1
Wireless Communications Equipment		29,422		7.9
Network Systems Management Software		27,947		7.5
Financial Institution and Services		25,122		6.7
E-Commerce - Personal Goods		22,076		5.9
Shopping Facilitators		20,838		5.6
Biofuels / Biomass		16,065		4.3
Entertainment		7,430		2.0
Restaurant / Food Service		3,146		0.8
General Media and Content		1,422		0.4
Software Development Tools		622		0.2
Travel and Leisure		298		0.1
Multimedia / Streaming Software		166	*
Advertising / Marketing		106	*
Medical Software and Information Services		74	*
Business to Business Marketplace		9	*
Total investments in portfolio companies	$	374,311		100.0	%

______________

*	less than 0.05%.

The following table presents the product type of our debt investments as of March 31, 2017 and December 31, 2016.

	As of March 31, 2017
Debt Investments By Financing Product (dollars in thousands)	Fair Value		Percentage of Total Debt Investments
Growth capital loans	$	296,064		94.6	%
Equipment leases		13,682		4.4
Equipment loans		3,305		1.0
Total debt investments	$	313,051		100.0	%

	As of December 31, 2016
Debt Investments By Financing Product (dollars in thousands)	Fair Value		Percentage of Total Debt Investments
Growth capital loans	$	341,006		94.7	%
Equipment leases		15,303		4.3
Equipment loans		3,698		1.0
Total debt investments	$	360,007		100.0	%

Approximately 16.0% and 18.7% of the debt investments in our portfolio as of March 31, 2017 and December 31, 2016, respectively, based on the aggregate fair value, consisted of growth capital loans where the borrower has a term loan facility, with or without an accompanying revolving loan, in priority to our senior lien.

Investment Activity

During the three months ended March 31, 2017, we entered into commitments with two new customers and two existing customers totaling $37.0 million, funded three debt investments for approximately $12.0 million in principal value, acquired warrants representing approximately $0.2 million of value and made $2.4 million of equity and related investments.

During the three months ended March 31, 2016, we entered into commitments with three new customers totaling $90.0 million, funded eight debt investments for approximately $56.4 million in principal value and acquired warrants representing approximately $0.7 million of value.

During the three months ended March 31, 2017, one of our portfolio companies fully prepaid its outstanding principal of approximately $18.3 million, one of our portfolio companies prepaid all its outstanding growth capital loans of approximately $30.0 million and one of our portfolio companies made a partial prepayment of $5.0 million. During the three months ended March 31, 2016, two of our portfolio companies fully prepaid their outstanding principal of approximately $24.8 million and one of our portfolio companies made a partial prepayment of $5.0 million.

Total portfolio investment activity as of and for the three months ended March 31, 2017 and March 31, 2016 was as follows:

	For the Three Months Ended March 31,
(dollars in thousands)	2017			2016
Beginning portfolio at fair value	$	374,311		$	271,717
New debt investments		11,762			55,363
Scheduled principal payments and sale proceeds received from investments		(1,926	)		(2,621	)
Early principal prepayments		(53,274	)		(29,817	)
Accretion of debt investment fees		(1,197	)		795
New warrants		157			660
New equity investments		2,400			—
Payment-in-kind coupon		317			640
Net realized gains (losses) on investments		(1,681	)		(651	)
Net unrealized gains (losses) on investments		(2,461	)		(13,329	)
Ending portfolio at fair value	$	328,408		$	282,757

As of March 31, 2017, our unfunded commitments to ten companies totaled approximately $117.4 million; as of December 31, 2016, our unfunded commitments to nine companies totaled approximately $117.4 million. During the three months ended March 31, 2017, $25.0 million in unfunded commitments expired or were terminated and approximately $12.0 million were funded. The following table provides additional information on our unfunded commitments regarding milestones, expirations, and types of loans.

Unfunded Commitments* (dollars in thousands)	As of March 31, 2017		As of December 31, 2016
Dependent on milestones	$	50,000	$	60,000
Expiring during:
2017		72,352		102,352
2018		40,000		10,000
2019		5,000		5,000

Growth capital loans		113,000		113,000
Equipment leases and loans		4,352		4,352

_______________

* Does not include $40.0 million backlog of potential future commitments. See “-Backlog of Potential Future Commitments” below.

Our credit agreements with our customers contain customary lending provisions which allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. We generally expect approximately 75% of our gross unfunded commitments to eventually be drawn before the expiration of their corresponding availability periods.

The fair value at the inception of the agreement of the delay draw credit agreements with our customers is equal to the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments. As of March 31, 2017, and December 31, 2016, the fair value for these unfunded commitments totaled approximately $1.4 million and $1.2 million, respectively, and was included in “other accrued expenses and liabilities” in our condensed consolidated statements of assets and liabilities.

Our level of investment activity can vary substantially from period to period as our Adviser chooses to slow or accelerate new business originations depending on market conditions, rate of investment of TPC’s select group of leading venture capital investors, our Adviser’s knowledge, expertise and experience, our funding capacity (including availability under our credit facilities and our ability or inability to raise equity or debt capital), and other market dynamics.

The following table shows the debt commitments, fundings of debt investments (principal balance) and equity investments and non-binding term sheet activity for the three months ended March 31, 2017 and March 31, 2016.

Commitments and Fundings	For the Three Months Ended March 31,
(dollars in thousands)	2017		2016
Debt Commitments
New customers	$	30,000	$	90,000
Existing customers		7,000		—
Total	$	37,000	$	90,000

Funded Debt Investments	$	12,000	$	56,368

Equity Investments	$	2,400	$	—

Non-Binding Term Sheets	$	48,809	$	73,000

Backlog of Potential Future Commitments

We entered into commitments with certain portfolio companies which permit an increase in the commitment amount in the future in the event that conditions to such increases are met. If such conditions to increase are met, these amounts may become unfunded commitments if not drawn prior to expiration. As of March 31, 2017, this backlog of potential future commitments totaled $40.0 million.

Payables

On March 31, 2017, we acquired $80.0 million in face value of U.S. Treasury bills which were sold on April 4, 2017. On December 30, 2016, we acquired $40.0 million in U.S. Treasury bills which were sold on January 4, 2017. The purchase and sale of U.S. Treasury bills were done to efficiently meet certain diversification tests.

Asset Quality

Consistent with TPC’s existing policies, our Adviser maintains a credit watch list with borrowers placed into five groups based on our Adviser’s senior investment team’s judgment, where 1 is the highest rating and all new loans are generally assigned a rating of 2.

Category	Category Definition	Action Item

Clear (1)	Performing above expectations and/or strong financial or enterprise profile, value or coverage.	Review quarterly.

White (2)	Performing at expectations and/or reasonably close to it. Reasonable financial or enterprise profile, value or coverage. All new loans are initially graded White.	Contact portfolio company regularly in no event less than quarterly.

Yellow (3)	Performing generally below expectations and/or some proactive concern. Adequate financial or enterprise profile, value or coverage.	Contact portfolio company monthly or more frequently as determined by our Adviser’s Investment Committee; contact investors.

Orange (4)	Needs close attention due to performance materially below expectations, weak financial and/or enterprise profile, concern regarding additional capital or exit equivalent.	Contact portfolio company weekly or more frequently as determined by our Adviser’s Investment Committee; contact investors regularly; our Adviser forms a workout group to minimize risk of loss.

Red (5)	Serious concern/trouble due to pending or actual default or equivalent. May experience partial and/or full loss.	Maximize value from assets.

As of March 31, 2017 and December 31, 2016, the weighted average investment ranking of our debt investment portfolio was 1.94 and 1.85, respectively. During the three months ended March 31, 2017, there were no changes within the credit categories, except that certain companies who had prepaid their outstanding obligations were removed. The following table shows the credit rankings for the portfolio companies that had outstanding obligations to us as of March 31, 2017 and December 31, 2016. Subsequent to March 31, 2017, one borrower rated Yellow, or 3, repaid its loans with $22.5 million of outstanding principal balance and was removed from the credit watch list.

	As of March 31, 2017
Credit Category (dollars in thousands)	Fair Value		Percentage of Total Debt Investments			Number of Portfolio Companies
Clear (1)	$	95,820		30.7	%		4
White (2)		152,233		48.6			10
Yellow (3)		53,043		16.9			2
Orange (4)		11,955		3.8			2
Red (5)		—		—			—
	$	313,051		100.0	%		18

	As of December 31, 2016
Credit Category (dollars in thousands)	Fair Value		Percentage of Total Debt Investments			Number of Portfolio Companies
Clear (1)	$	129,878		36.1	%		4
White (2)		166,908		46.4			11
Yellow (3)		51,014		14.2			2
Orange (4)		12,207		3.3			2
Red (5)		—		—			—
	$	360,007		100.0	%		19

Results of Operations

Operating results for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gains (losses) and net unrealized gains (losses). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gains (losses) on investments are the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized gains (losses) on investments are the net change in the fair value of our investment portfolio.

For the three months ended March 31, 2017, our net increase in net assets resulting from operations was approximately $3.8 million, which was comprised of approximately $7.9 million of net investment income and approximately $4.1 million of net realized and unrealized losses. On a per share basis, net investment income was $0.50 per share and the net increase in net assets from operations was $0.24 per share.

For the three months ended March 31, 2016, our net decrease in net assets resulting from operations was approximately $7.3 million, which was comprised of approximately $6.7 million of net investment income and approximately $14.0 million of net realized and unrealized losses. On a per share basis for the three months ended March 31, 2016, net investment income was $0.41 per share and the net decrease in net assets from operations was $0.45 per share.

Our investment and other income increased by $3.2 million during the three months ended March 31, 2017, as compared to the three months ended March 31, 2016 primarily due to the increase in average portfolio balance in 2017. Operating expenses also increased by $2.0 million during the same period for the following reasons: higher income incentive fees of $1.5 million, higher interest expense of $0.6 million primarily due to the increase in utilization of the Revolving Credit Facility, and higher base management fees of $0.2 million, offset by a decrease in general and administrative expenses of $0.2 million and decrease in administration agreement expenses of $23 thousand. For the three months ended March 31, 2017, the income incentive fee was lower by $0.4 million due to the total return requirement under the income component of our fee structure. This resulted in approximately $0.4 million of reduced expense and additional net income, or $0.03 per share, to stockholders. For the three months ended March 31, 2016, we did not incur an income incentive fee due to the total return requirement under the income component of our fee structure, which resulted in approximately $1.3 million of reduced expense and additional net investment income, or $0.08 per share, to stockholders. Net investment income increased during the same period for the reasons noted above.

Net realized losses were approximately $1.7 million for the three months ended March 31, 2017 due to the losses on warrants of two portfolio companies. Net realized losses were approximately $0.7 million for the three months ended March 31, 2016 due to the losses on warrants of two portfolio companies. Net change in unrealized losses during the three months ended March 31, 2017, were $2.4 million as compared to a net change in unrealized losses of $13.3 million during the three months ended March 31, 2016. These are discussed in more detail in the tables below. Our net increase in net assets from operations changed in each period for the reasons noted above.

The table below presents our statement of operations for the three months ended March 31, 2017 and March 31, 2016.

Net Increase in Net Assets	For the Three Months Ended March 31,
(dollars in thousands, except per share amounts)	2017			2016
Investment and Other Income
Interest income from investments	$	14,252		$	10,725
Other income
Expirations / terminations of unfunded commitments		40			354
Other fees		12			—
Total Investment and Other Income		14,304			11,079

Operating Expenses
Base management fee		1,572			1,365
Income incentive fee		1,473			—
Capital gains incentive fee		—			—
Interest expense and amortization of fees		2,405			1,794
Administration agreement expenses		374			397
General and administrative expenses		561			795
Total Operating Expenses		6,385			4,351

Net investment income		7,919			6,728

Net realized and unrealized gains (losses) on investments
Net realized losses on investments		(1,681	)		(651	)
Net change in unrealized gains (losses) on investments		(2,461	)		(13,334	)
Net realized and unrealized gains (losses) on investments		(4,142	)		(13,985	)

Net Increase (Decrease) in Net Assets Resulting from Operations	$	3,777		$	(7,257	)

Net investment income per share	$	0.50		$	0.41
Net increase (decrease) in net assets per share	$	0.24		$	(0.45	)
Weighted average shares of common stock outstanding		15,980,768			16,302,036

We believe an important measure of the investment income that we will be required to distribute each year is core net investment income as capital gains incentive fee is accrued based on unrealized gains but are not earned until realized gains occur. Core net investment income, unlike GAAP net investment income, excludes accrued, but as yet unearned, capital gains incentive fee. Specifically, the capital gains component of the incentive fee is paid at the end of each calendar year and is 20.0% of our aggregate cumulative realized capital gains from commencement of operations through the end of the year, computed net of our aggregate cumulative realized capital losses and our aggregate cumulative unrealized losses through the end of such year. For the foregoing purpose, our “aggregate cumulative realized capital gains” does not include any unrealized gains. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. No capital gains incentive fee was earned or was payable during the three months ended March 31, 2017 and March 31, 2016, respectively. Therefore, GAAP net investment income and core net investment income were the same during the respective periods.

Investment income includes interest income on our debt investments utilizing the effective yield method and includes cash interest income as well as the amortization of purchase premium, accretion of purchase discount, original issue discount, facilities fees, and the amortization and payment of the end-of-term (“EOT”) payments. For the three months ended March 31, 2017 and March 31, 2016, investment income totaled approximately $14.3 million and $10.7 million, respectively, representing a weighted average annualized portfolio yield on debt investments for the period held of approximately 16.8% and 15.7%, respectively. We calculate weighted average annualized portfolio yields for periods shown as the annualized rates of the interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period. The weighted average yields reported for these periods are annualized and reflect the weighted average yields to maturities. Should the portfolio companies choose to repay their loans earlier, our weighted average yields will increase for those debt investments affected but may reduce our weighted average yields on the remaining portfolio in future quarters. The yield on our portfolio, excluding the impact of prepayments, was approximately 12.5% and 14.3%, respectively, for the three months ended March 31, 2017 and March 31, 2016.

The following table provides the weighted average annualized portfolio yield on our portfolio comprising of cash interest income, accretion of the net purchase discount, facilities fees and the value of warrants received, accretion of EOT payments and the accelerated receipt of EOT payments on prepayments.

	For the Three Months Ended March 31,
Portfolio Yield (1)	2017			2016
Weighted average annualized portfolio yield on debt investments		16.8	%		15.7	%
Coupon income		10.1	%		10.6	%
Accretion of discount		0.7	%		0.7	%
Accretion of end-of-term payments		1.7	%		3.0	%
Impact of prepayments during the period		4.3	%		1.4	%

______________

(1)	The yields for periods shown are the annualized rates of interest income or the components of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

For the three months ended March 31, 2017 and March 31, 2016, our total return based on net asset value per share was (1.0)% and (5.7)%, respectively, and our total return based on stock price was 18.3% and (12.2)%, respectively.

Our weighted average annualized portfolio yield on debt investments may be higher than an investor’s yield on an investment in shares of our common stock. Our weighted average annualized portfolio yield on debt investments does not reflect operating expenses that may be incurred by us. In addition, our weighted average annualized portfolio yield on debt investments and total return figures disclosed above do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of our common stock. Our weighted average annualized portfolio yield on debt investments and total return based on net asset value (“NAV”) do not represent actual investment returns to stockholders. Our weighted average annualized portfolio yield on debt investments and total return figures are subject to change and, in the future, may be greater or less than the rates set forth above. Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share. Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. The total return is for the period shown and is not annualized.

For the three months ended March 31, 2017, we recognized approximately $52 thousand in other income consisting of approximately $40 thousand due to the termination or expiration of unfunded commitments and approximately $12 thousand from the realization of certain fees paid by portfolio companies and other income. For the three months ended March 31, 2016, we recognized approximately $0.4 million in other income due to the termination or expiration of unfunded commitments.

Total operating expenses consisting of base management and incentive fees, interest expense, administration agreement expenses, and general and administrative expenses are summarized in the statement of operations table above. In determining the base management fee, our Adviser had agreed to exclude the U.S. Treasury bill assets acquired at the end of the applicable quarters in 2017 and 2016 in the calculation of the gross assets. We anticipate operating expenses will increase over time as our portfolio continues to grow. However, we anticipate operating expenses, as a percentage of totals assets and net assets, will decrease over time as our portfolio and capital base grow. We expect base management and income incentive fees will increase as we grow our asset base and our earnings. Capital gains incentive fee will depend on realized and unrealized gains and losses. Interest expense will increase as we utilize more of the Revolving Credit Facility, and we expect fees per the administration agreement and general and administrative agreements will increase to meet the additional requirements associated with servicing a larger portfolio.

During the three months ended March 31, 2017, the net realized losses and net change in unrealized losses were approximately $4.1 million. Our net realized losses totaled $1.7 million, which consisted of losses on warrants of two portfolio companies. Our net unrealized losses totaled $2.4 million, which consisted of $2.6 million of unrealized losses on debt investments and $1.1 million on equity investments offset by unrealized gains of $1.3 million on warrants. During the three months ended March 31, 2016, the net realized losses and net change in unrealized losses were approximately $14.0 million. Our net realized losses totaled $0.7 million, which consisted of losses on warrants of three portfolio companies. Our net unrealized losses totaled $13.3 million, which consisted of $13.4 million of unrealized losses on debt investments and $0.1 million on equity investments offset by unrealized gains of $0.2 million on warrants.

Net change in realized and unrealized gains or losses in subsequent periods may be volatile as it depends on changes in the market, changes in the underlying performance of our portfolio companies and their respective industries, and other market factors.

The table below summarizes our return on average total assets and return on average net asset value for the three months ended March 31, 2017 and March 31, 2016.

Returns on Net Asset Value and Total Assets	For the Three Months Ended March 31,
(dollars in thousands)	2017			2016
Net investment income	$	7,919		$	6,728
Net increase (decrease) in net assets		3,777			(7,257	)

Average net asset value (1)		217,420			233,614
Average total assets (1)		388,854			317,373

Net investment income to average net asset value (2)		14.8	%		11.6	%
Net increase (decrease) in net assets to average net asset value (2)		7.0	%		(12.5	)%

Net investment income to average total assets (2)		8.3	%		8.5	%
Net increase (decrease) in net assets to average total assets (2)		3.9	%		(9.2	)%

______________

(1)

The average net asset values and the average total assets are computed based on daily balances. Total assets are gross assets before deducting total liabilities.

(2)

Percentage is presented on an annualized basis.

Critical Accounting Policies

The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Valuation of investments, income recognition, realized / unrealized gains or losses and U.S. federal income taxes are considered to be our critical accounting policies and estimates. These have been disclosed under “Significant Accounting Policies” in the notes to consolidated financial statements described in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 13, 2017. We have not made any changes to the policy in the three months ended March 31, 2017 as disclosed in our notes to the condensed consolidated financial statements in this Form 10-Q.

Liquidity and Capital Resources

During the three months ended March 31, 2017, cash provided by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “-Results of Operations,” was approximately $51.4 million and cash used by financing activities was approximately $29.0 million due to repayments under the Revolving Credit Facility. As of March 31, 2017, cash, including restricted cash, was approximately $36.6 million.

For the three months ended March 31, 2016, cash used by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “-Results of Operations,” was approximately $19.2 million and cash used by financing activities was approximately $1.1 million due to a deferred credit facility payment. As of March 31, 2016, cash, including restricted cash, was approximately $15.1 million.

As a BDC, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when we believe it is necessary and appropriate to do so. In this regard, we continue to explore various options for obtaining additional debt or equity capital for investments. This may include expanding or extending the Revolving Credit Facility, or the issuance of additional shares of our common stock or debt securities. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Contractual Obligations

In February 2014, we entered into a credit agreement with Deutsche Bank, acting as administrative agent and a lender, and KeyBank National Association, Everbank Commercial Lender Finance, Inc., and AloStar Bank of Commerce, as other lenders, which provided us with a $150.0 million commitment, subject to borrowing base requirements. In August 2014, we amended our Revolving Credit Facility to increase the total commitments available there under by $50.0 million to $200.0 million in aggregate.

As of March 31, 2017 and December 31, 2016, we had outstanding borrowings of $86.0 million and $115.0 million, respectively, under our Revolving Credit Facility, which is included in the condensed consolidated statements of assets and liabilities. We had $114.0 million and $85.0 million of remaining capacity on our Revolving Credit Facility as of March 31, 2017 and December 31, 2016, respectively.

On August 4, 2015, we completed a public offering of $50.0 million in aggregate principal amount of our 2020 Notes and received net proceeds of approximately $48.3 million after the payment of fees and offering costs. The interest on the 2020 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning on October 15, 2015. The 2020 Notes are currently listed on the NYSE under the symbol “TPVZ”. On September 2, 2015, we issued an additional $4.6 million in aggregate principal amount of our 2020 Notes and received net proceeds of approximately $4.5 million after the payment of fees and offering costs as a result of the underwriters’ partial exercise of their option to purchase additional 2020 Notes.

The tables below provide a summary of when payments are due under our Revolving Credit Facility and 2020 Notes as of March 31, 2017 and December 31, 2016.

Payments Due By Period	As of March 31, 2017
(dollars in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Revolving Credit Facility	$	86,000	$	—	$	86,000	$	—	$	—
2020 Notes		54,625		—		—		54,625		—
Total	$	140,625	$	—	$	86,000	$	54,625	$	—

Payments Due By Period	As of December 31, 2016
(dollars in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Revolving Credit Facility	$	115,000	$	—	$	115,000	$	—	$	—
2020 Notes		54,625		—		—		54,625		—
Total	$	169,625	$	—	$	115,000	$	54,625	$	—

We are a party to certain delay draw credit agreements with our portfolio companies, which require us to make future advances at the companies’ discretion during a defined loan availability period. Our credit agreements contain customary lending provisions which allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. As of March 31, 2017 and December 31, 2016, our unfunded commitments to ten companies and nine companies, respectively, totaled approximately $117.4 million each. See “-Investment Activity” above for additional information on our unfunded commitments regarding milestones, expirations, and types of loans.

Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for us. Over time, we generally expect approximately 75% of our gross unfunded commitments to be drawn before the expiration of their corresponding availability periods. We evaluate funding needs and expectations for each company at the time of commitment and as the company progresses and develops during the availability period.

As of March 31, 2017, we had a payable of approximately $80.0 million in face value due April 4, 2017, for the acquisition of U.S. Treasury bills. On April 4, 2017, we sold the U.S. Treasury bills and settled the payable in full. As of December 31, 2016, we had a payable of approximately $40.0 million due January 4, 2017, for the acquisition of U.S. Treasury bills. On January 4, 2017, we sold the U.S. Treasury bills and settled the payable in full.

In addition to the contractual obligations set forth above, we have certain obligations with respect to the investment advisory and administration services we received during the three months ended March 31, 2017. As of March 31, 2017 and December 31, 2016, the outstanding obligations totaled approximately $3.3 million and $3.0 million, respectively.

Off-Balance Sheet Arrangements

Commitments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2017 and December 31, 2016, our off-balance sheet arrangements consisted of approximately $117.4 million each of unfunded commitments, of which $50.0 million and $60.0 million, respectively, was dependent upon the companies reaching certain milestones before the debt commitment becomes available to them. Our credit agreements with our customers contain customary lending provisions which allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company.

The table below provides our unfunded commitments by customer as of March 31, 2017 and December 31, 2016.

Unfunded Commitments* (dollars in thousands)	As of March 31, 2017		As of December 31, 2016
CrowdStrike, Inc.	$	5,000	$	5,000
Eero, Inc.		15,000		15,000
Farfetch UK Limited		5,000		5,000
FinancialForce.com, Inc.		15,000		15,000
Green Chef Corporation		10,000		10,000
MapR Technologies, Inc. (Equipment Lease)		4,352		4,352
Optoro, Inc.		—		25,000
Rent the Runway, Inc.		28,000		28,000
Stance, Inc.		15,000		—
Varsity Tutors LLC		15,000		—
WorldRemit Ltd.		5,000		10,000
Total	$	117,352	$	117,352

_______________

* Does not include $40.0 million backlog of potential future commitments. See “-Investment Activity-Backlog of Potential Future Commitments” above.

Dividends and Distributions

We have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code, beginning with our taxable year ended December 31, 2014. To obtain and maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net realized short-term capital gains in excess of our net realized long-term capital losses, if any, to our stockholders. In order to avoid a non-deductible 4% U.S. federal excise tax on certain of our undistributed income, we would need to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and (c) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. For the tax years ended December 31, 2014 and 2015, we were subject to a 4% U.S. federal excise tax and we may be subject to this tax in future years. In such cases, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

To the extent our taxable earnings fall below the total amount of our distributions for the year, a portion of those distributions may be deemed a return of capital to our stockholders. Our Adviser monitors available taxable earnings, including net investment income and realized capital gains, to determine if a return of capital may occur for the year. The tax character of distributions will be determined at the end of the taxable year. Stockholders should read any written disclosure accompanying a dividend payment carefully and should not assume that the source of any distribution is our taxable ordinary income or capital gains. The specific tax characteristics of our distributions will be reported to stockholders after the end of the taxable year.

The following table summarizes our cash distributions per share that have been authorized by our board of directors since our initial public offering. From March 5, 2014 (commencement of operations) to December 31, 2015, these distributions represent ordinary income as our earnings exceed distributions. Approximately $1.20 per share of the distributions during the year ended December 31, 2016 represent a return of capital.

Period Ended	Date Announced	Record Date	Payment Date	Per Share Amount
March 31, 2017	March 13, 2017	March 31, 2017	April 17, 2017	$	0.36
December 31, 2016	November 7, 2016	November 30, 2016	December 16, 2016	$	0.36
September 30, 2016	August 8, 2016	August 31, 2016	September 16, 2016	$	0.36
June 30, 2016	May 9, 2016	May 31, 2016	June 16, 2016	$	0.36
March 31, 2016	March 14, 2016	March 31, 2016	April 15, 2016	$	0.36
December 31, 2015	November 10, 2015	November 30, 2015	December 16, 2015	$	0.36
September 30, 2015	August 11, 2015	August 31, 2015	September 16, 2015	$	0.36
June 30, 2015	May 6, 2015	May 29, 2015	June 16, 2015	$	0.36
March 31, 2015	March 16, 2015	March 26, 2015	April 16, 2015	$	0.36
December 31, 2014	December 3, 2014	December 22, 2014	December 31, 2014	$	0.15	(1)
	October 27, 2014	November 28, 2014	December 16, 2014	$	0.36
September 30, 2014	August 11, 2014	August 29, 2014	September 16, 2014	$	0.32
June 30, 2014	May 13, 2014	May 30, 2014	June 17, 2014	$	0.30
March 31, 2014	April 3, 2014	April 15, 2014	April 30, 2014	$	0.09	(2)

_______________

(1)Represents a special distribution.

(2)The amount of this initial distribution reflected a quarterly dividend rate of $0.30 per share, prorated for the 27 days for the period from the pricing of our initial public offering on March 5, 2014 (commencement of operations) through March 31, 2014.

For the three months ended March 31, 2017 and for the year ended December 31, 2016, distributions paid were comprised of interest-sourced distributions (qualified interest income) in amounts equal to 99.6% and 95.8% of total distributions paid, respectively.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

We have entered into an investment advisory agreement, dated February 18, 2014, with our Adviser. Certain of our officers are also principals of the Adviser.

•

We have entered into an Administration Agreement, dated February 18, 2014, with our Administrator. Pursuant to the terms of the Administration Agreement, our Administrator provides us with the office facilities and administrative services necessary to conduct our day-to-day operations. Certain of our officers are also principals of the Administrator.

•

We have entered into a license agreement with TPC pursuant to which TPC has agreed to grant us a non-exclusive, royalty-free license to use the name “TriplePoint.”

We have also adopted a Code of Ethics which applies to our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Business Conduct and Ethics. As required by the NYSE corporate governance listing standards, the Audit Committee of our board of directors (the “Board”) is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Recent Developments

Distributions

On May 9, 2017, we announced that our Board declared a $0.36 per share distribution, payable on June 16, 2017, to stockholders of record on May 31, 2017.

Recent Portfolio Activity

From April 1, 2017, through May 9, 2017, we funded $0.7 million in new investments. TPC’s direct originations platform entered into $85.0 million of additional non-binding signed term sheets with venture growth stage companies, subject to due diligence, definitive documentation and investment committee approval, as well as compliance with TPC’s allocation policy. From April 1, 2017 through May 9, 2017 we received $22.5 million in repayments on outstanding growth capital loans from one obligor.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings and in the relative values of our portfolio that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2017, a majority of the debt investments (approximately 66% and approximately $205.9 million in principal balance) in our debt investment portfolio bore interest at floating rates, all of which have interest rate floors and some of them have interest rate caps for a limited period. In the future, we may increase the amount of loans in our portfolio subject to floating interest rates. Almost all our unfunded commitments float with changes in the prime rate from the date we enter into the commitment to the date of the actual draw. Our Credit Facility bears interest at a floating rate. Our 2020 Notes bear interest at a fixed rate. As of March 31, 2017, our floating rate borrowings totaled $86.0 million, so an increase in interest rates would currently benefit us as we would generate additional interest income in excess of the additional interest expense. This is illustrated in the following table which shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure from the March 31, 2017 condensed consolidated statement of assets and liabilities.

Change in Interest Rates (dollars in thousands)	Increase (decrease) in interest income			(Increase) decrease in interest expense			Net increase (decrease) in net investment income
Up 300 basis points	$	5,137		$	(2,616	)	$	2,521
Up 200 basis points	$	3,425		$	(1,744	)	$	1,681
Up 100 basis points	$	1,712		$	(872	)	$	840
Up 50 basis points	$	856		$	(436	)	$	420
Down 25 basis points	$	(476	)	$	218		$	(258	)

This analysis is indicative of the potential impact on our investment income as of March 31, 2017, assuming an immediate and sustained change in interest rates as noted. It should be noted that we anticipate growth in our portfolio funded in part with additional borrowings and such additional borrowings, all else being equal, will increase our investment income sensitivity to interest rates, and such changes could be material. In addition, this analysis does not adjust for potential changes in our portfolio or our borrowing facilities nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.

Since it is our intention to hold loans to maturity, the fluctuating relative value of these loans that may occur due to changes in interest rate may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of March 31, 2017, we had no hedging transactions in place as we deemed the risk acceptable and we did not believe it was necessary to mitigate this risk at that time.

While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments. In addition, there can be no assurance that we will be able to effectively hedge our interest rate risk.

Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates and other factors drive our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.

Item 4. Controls and Procedures


(a)	Evaluation of Disclosure Controls and Procedures

As of March 31, 2017 (the end of the period covered by this report), we, including our Chief Executive Officer and the Company’s President, who is acting as the Company’s Principal Financial and Accounting Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Acting Principal Financial and Accounting Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Acting Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b)Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We, our Adviser and our Administrator are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, our Adviser or our Administrator. From time to time, we, our Adviser or our Administrator may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 13, 2017, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the three months ended March 31, 2017 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit Number		Description of Document

3.1		Articles of Amendment and Restatement (1)
3.2		Amended and Restated Bylaws (2)

4.1		Specimen Stock Certificate (3)

11.1		Computation of Per Share Earnings (4)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended (*)

31.2		Certification of Acting Principal and Accounting Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended ⁽*⁾

32.1		Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 ⁽*⁾

32.2		Certification of Acting Principal and Accounting Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 ⁽*⁾

(1)	Incorporated by reference to Exhibit (a) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(2)	Incorporated by reference to Exhibit (b) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(3)	Incorporated by reference to Exhibit (d) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(4)	Included in the notes to the financial statements contained in this Report.

(*)	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRIPLEPOINT VENTURE GROWTH BDC CORP.

Date: May 9, 2017	By:	/s/ James P. Labe
		James P. Labe, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Date: May 9, 2017	By:	/s/ Sajal K. Srivastava
		Sajal K. Srivastava, Chief Investment Officer, President, Secretary, Treasurer (Acting Principal Financial and Accounting Officer) and Director