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Item 9A. Controls and Procedures

2021-03-12 compared with 2020-03-13 · 56 added, 55 removed, 94 unchanged (54% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of December 31, 2020, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

1 unchanged sentence

However, in evaluating the disclosure controls and procedures, management recognizes 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 is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

(b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020.

5 unchanged sentences

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 based upon criteria in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management determined that our internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Report of the Independent Registered Public Accounting Firm

Marcum LLP, our independent registered public accounting firm, has issued a report on the effectiveness of our internal control over financial reporting, which appears on page 72 of this annual report on Form 10-K.

Changes in Internal Control Over Financial Reporting

This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Appointment of Chief Compliance Officer

On March 9, 2020, our Board of Directors appointed Allison Green, age 34, our Chief Financial Officer, Treasurer and Secretary, to serve as our Chief Compliance Officer effective March 15, 2020.

Carl Rizzo served as our Chief Compliance Officer pursuant to an agreement between us and Alaric Compliance Services LLC until March 15, 2020.

Green has served as our Chief Financial Officer since April 2019, as our Treasurer and Corporate Secretary since June 2018 and as our Controller from July 2017 to April 2019.

Green served as our Senior Vice President of Finance from May 2018 to April 2019 and as the Vice President of GSV Asset Management, LLC from July 2017 to March 2019.

Prior to joining Sutter Rock Capital Corp.

and GSV Asset Management, LLC, the Company’s former investment adviser, she was the Controller and an accounting and financial consultant at Rise Companies Corp., the parent company of Fundrise, a Washington DC-based crowdfunded real estate investment platform, from April 2016 to April 2017.

Prior to Rise Companies Corp., Ms.

Green was the Controller at the Girl Scout Council of the Nation’s Capital and a ProInspire Fellow at the Council from September 2013 to April 2016.

Green was a member of the Fund Management and Coinvestment teams at The Carlyle Group, focusing on Europe and US Real Estate and Energy Funds from June 2009 to August 2013 and began her career at Deloitte & Touche LLP in Los Angeles as an audit associate focused on financial services clients.

Green is a Certified Public Accountant (CPA) (currently inactive) and graduated with degrees in Accounting and Finance from the University of Southern California.

There are no family relationships between Ms.

Green and any of the directors or executive officers of the Company, and there are no transactions in which Ms.

Green has an interest requiring disclosure under Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Ms.

Green and any other person pursuant to which Ms.

Green was appointed as an officer of the Company.

OTHER INFORMATION

Not applicable.

Directors, Executive Officers and Corporate Governance

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Our Code of Business Conduct and Ethics satisfies the requirements for a “code of ethics” within the meaning of SEC rules.

A copy of the Code of Business Conduct and Ethics is posted on our website at http://investors.sutterrock.com/committee-details/code-business-conduct-and-ethics.

A copy of the Code of Business Conduct and Ethics is posted on our website at https://investors.surocap.com/corporate-governance .

We intend to disclose any changes in, or waivers from, the Code of Business Conduct and Ethics by posting such information on the same website or by filing a Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or NASDAQ.

11 unchanged sentences

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Consolidated Statements of Assets and Liabilities as of December 31, 20 20 and 20 19

11 unchanged sentences

3.3 Articles of Amendment (3)

Amended and Restated Bylaws (3)

3.4 Articles of Amendment (4)

3.5 Second Amended and Restated Bylaws (4)

4.1 Form of Common Stock Certificate (5)

4.2 Base Indenture, dated March 28, 2018, by and between the Registrant and U.S.

Bank National Association, as trustee (6)

4.3 First Supplemental Indenture, dated March 28, 2018, relating to the 4.75% Convertible Senior Notes due 2023, by and between the Company and U.S.

2 unchanged sentences

4.5 Description of Securities *

Employment Agreement, dated April 23, 2019, by and between GSV Capital Corp.

and Allison Green (6)

Amended and Restated Trademark License Agreement by and between the Company and GSV Asset Management, LLC (7)

Consulting Agreement by and between the Company and Michael T.

Sutter Rock Capital Corp.

2019 Equity Incentive Plan (8)

Form of Sutter Rock Capital Corp.

Non-Qualified Stock Option Award (8)

10.1 Dividend Reinvestment Plan (1)

Form of Indemnification Agreement by and between the Company and each of its directors (1)

10.2 SuRo Capital Corp.

Amended and Restated 2019 Equity Incentive Plan (8)

10.3 F orm of SuRo Capital Corp.

Restricted Stock Agreement (Non-Employee Directors) (8)

10.4 F orm of SuRo Capital Corp.

Restricted Stock Agreement (Employees and Officers) (8)

10.5 F orm of SuRo Capital Corp.

Non-Qualified Stock Option Award (8)

10.6 Custody Agreement by and between the Company and U.S.

Bank National Association (9)

10.7 Form of Indemnification Agreement by and between the Company and each of its directors (1)

10.8 Amended and Restated Employment Agreement, dated April 28, 2020, by and between Sutter Rock Capital Corp.

10.9 Amended and Restated Employment Agreement, dated April 28, 2020, by and between Sutter Rock Capital Corp.

and Allison Green (10)

10.10 At-the-Market Sales Agreement dated as of July 29, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

10.11 Amendment No.1 to the At-the-Market Sales Agreement, dated as of September 23, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

14.1 Code of Ethics (13)

1 unchanged sentence

21.1 List of Subsidiaries (Included in the notes to the consolidated financial statements contained in this report)*

23.1 Consent of Marcum LLP *

23.2 Consent of Deloitte & Touche LLP *

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

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32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

99.1 Report of Marcum LLP regarding the Senior Securities table *

99.2 Report of Deloitte & Touche LLP regarding the Senior Securities table (6)

__________________

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814-00852) filed on August 1, 2019, and incorporated by reference herein.

(4) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on June 16, 2020, and incorporated by reference herein.

(5) Previously filed in connection with Pre-Effective Amendment No.

1 unchanged sentence

333-175655), filed on September 20, 2011, and incorporated by reference herein.

(6) Previously filed in connection with the Registrant's Registration Statement on Form N-2 (File No.

333-239681), filed on July 2, 2020 and incorporated by reference herein.

(7) Previously filed in connection with Post-Effective Amendment No.

1 unchanged sentence

333-191307), filed on March 28, 2018, and incorporated herein by reference.

Previously filed in connection with the Registrant's Quarterly Report on Form 10-Q (File No.

814-00852) filed on May 9, 2019, and incorporated by reference herein.

Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on March 14, 2019, and incorporated by reference herein.

(8) Previously filed in connection with the Registrant’s Registration Statement on Form S-8 (File No.

333-233755) filed on September 13, 2019, and incorporated by reference herein.

333-239662) filed on July 2, 2020, and incorporated by reference herein.

(9) Previously filed in connection with Pre-Effective Amendment No.

1 unchanged sentence

333-171578), filed on April 15, 2011, and incorporated by reference herein.

(10) Previously filed in connection with the Registrant’s Quarterly Report on Form 10-Q (File No.

814-00852), filed on May 8, 2020 and incorporated by reference herein.

(11) Previously filed in connection with the Registrant's Current Report on Form 8-K (File No.

814-00852) filed on August 3, 2020 and incorporated by reference herein.

(12) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on September 23, 2020 and incorporated by reference herein.

(13) Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852), filed on March 13, 2020 and incorporated by reference herein.

* Filed herewith.

Form 10-K Summary

Not applicable.

Pursuant to the requirements 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.

SUTTER ROCK CAPITAL CORP.

March 13, 2020

President and Chief Executive Officer

SURO CAPITAL CORP.

March 12, 2021 By:

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

March 13, 2020

March 12, 2021 By:

/s/ Allison Green

Allison Green

Chief Financial Officer, Treasurer, and Corporate Secretary

Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary

(Principal Financial and Accounting Officer)

1 unchanged sentence

March 12, 2021

President and Chief Executive Officer

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

March 13, 2020

March 12, 2021 By:

/s/ Allison Green

Allison Green

Chief Financial Officer, Treasurer, and Corporate Secretary

(Principal Financial and Accounting Officer)

March 13, 2020

Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary

March 12, 2021 By:

/s/ Leonard A.

March 13, 2020

March 12, 2021 By:

/s/ Ronald M.

March 13, 2020

March 12, 2021 By:

/s/ Marc Mazur

March 13, 2020

March 12, 2021 By:

/s/ Lisa Westley

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures