SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
DC Funding SPV 2, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS
NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2012
3. Issuer Name and Ticker or Trading Symbol
Stellus Capital Investment Corp [ SCM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 1 and 2.
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share 1,943,943 D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DC Funding SPV 2, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS
NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D. E. Shaw Direct Capital, L.L.C.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS
NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D. E. SHAW & CO, L.P.

(Last) (First) (Middle)
1166 AVENUE OF THE AMERICAS
NINTH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SHAW DAVID E

(Last) (First) (Middle)
120 WEST FORTY FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. The securities reported in this Form 3 are directly held by DC Funding SPV 2, L.L.C. ("SPV 2"). D. E. Shaw Direct Capital, L.L.C. ("DESDC"), as manager of SPV 2; D. E. Shaw & Co., L.P. ("DESCO LP"), as managing member of DESDC; and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP) may be deemed to be the beneficial owners of the securities reported in this Form 3 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.
2. In accordance with instruction 5(b)(iv), the entire number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by SPV 2, DESDC, DESCO LP, and David E Shaw is reported herein. Each of DESDC, DESCO LP, and David E Shaw disclaims any beneficial ownership of any security listed in this Form 3, except to the extent of any pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
By: /s/ Nathan Thomas, Authorized Signatory, DC Funding SPV 2, L.L.C. 11/07/2012
By: /s/ Nathan Thomas, Chief Compliance Officer, D. E. Shaw Direct Capital, L.L.C. 11/07/2012
By: /s/ Nathan Thomas, Chief Compliance Officer, D. E. Shaw & Co., L.P. 11/07/2012
By: /s/ Nathan Thomas, Attorney-in-Fact for David E. Shaw 11/07/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                               POWER OF ATTORNEY
                         FOR CERTAIN REGULATORY FILINGS
                           INCLUDING CERTAIN FILINGS
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                    AND THE INVESTMENT ADVISERS ACT OF 1940


I, David E. Shaw, hereby make, constitute, and appoint each of:

       Anne Dinning,

       Julius Gaudio,

       John Liftin,

       Louis Salkind,

       Maximilian Stone,

       Nathan Thomas, and

       Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power
of substitution, for the purpose of, from time to time, (i) executing in
my name and/or my capacity as President of D. E. Shaw & Co., Inc.
(acting for itself or as the general partner of D. E. Shaw & Co., L.P.
and general partner, managing member, or manager of other entities, any
of which in turn may be acting for itself or other entities) all
documents, certificates, instruments, statements, other filings, and
amendments to the foregoing (collectively, "documents") determined by
such person to be necessary or appropriate to comply with any
registration or regulatory disclosure requirements and/or ownership or
control-person reporting requirements imposed by any United States or
non-United States governmental or regulatory authority, including
without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D
and 13G required to be filed with the United States Securities and
Exchange Commission, and (ii) delivering, furnishing, or filing any such
documents to or with the appropriate governmental or regulatory
authority.  Any such determination shall be conclusively evidenced by
such person's execution, delivery, furnishing, and/or filing of the
applicable document.

This power of attorney shall be valid from the date hereof and replaces
the power granted on December 15, 2011, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set
forth below.

Date:  June 22, 2012

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/ David E. Shaw
New York, New York