SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PineBridge Secondary Partners II Holdings, L.P. (Last) (First) (Middle) 399 PARK AVENUE, 4TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIDUS INVESTMENT Corp [ FDUS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/09/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	01/09/2012		S		19,945	D	$13.57(1)	1,142,909(18)	D
Common Stock, par value $0.001 per share	01/10/2012		S		30,016	D	$13.56(2)	1,112,893(18)	D
Common Stock, par value $0.001 per share	01/18/2012		S		3,076	D	$13.56(3)	1,109,817(18)	D
Common Stock, par value $0.001 per share	01/19/2012		S		14,017	D	$13.56(4)	1,095,800(18)	D
Common Stock, par value $0.001 per share	01/20/2012		S		25,819	D	$13.67(5)	1,069,981(18)	D
Common Stock, par value $0.001 per share	01/23/2012		S		12,681	D	$13.83(6)	1,057,300(18)	D
Common Stock, par value $0.001 per share	01/24/2012		S		21,168	D	$13.92(7)	1,036,132(18)	D
Common Stock, par value $0.001 per share	01/25/2012		S		19,287	D	$13.94(8)	1,016,845(18)	D
Common Stock, par value $0.001 per share	01/26/2012		S		4,432	D	$13.87(9)	1,012,413(18)	D
Common Stock, par value $0.001 per share	01/27/2012		S		7,970	D	$14(10)	1,004,443(18)	D
Common Stock, par value $0.001 per share	01/30/2012		S		3,599	D	$13.61(11)	1,000,844(18)	D
Common Stock, par value $0.001 per share	01/31/2012		S		15,244	D	$13.64(12)	985,600(18)	D
Common Stock, par value $0.001 per share	02/01/2012		S		22,116	D	$13.56(13)	963,484(18)	D
Common Stock, par value $0.001 per share	02/02/2012		S		3,382	D	$13.6(14)	960,102(18)	D
Common Stock, par value $0.001 per share	02/03/2012		S		5,705	D	$13.73(15)	954,397(18)	D
Common Stock, par value $0.001 per share	02/06/2012		S		4,400	D	$13.65(16)	949,997(18)	D
Common Stock, par value $0.001 per share	02/07/2012		S		7,700	D	$13.7(17)	942,297(18)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PineBridge Secondary Partners II Holdings, L.P. (Last) (First) (Middle) 399 PARK AVENUE, 4TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* PineBridge Secondary Partners II GP, L.P. (Last) (First) (Middle) 399 PARK AVENUE, 4TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.68, inclusive. The reporting person undertakes to provide to Fidus Investment Corp, any security holder of Fidus Investment Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (17) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.60, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.57, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.62, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.96, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $14.06, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.57 to $14.18, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $14.20, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $14.00, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.01, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.67, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.81, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.63, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.63, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.81, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.60 to $13.74, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.82, inclusive.

18. This is a joint filing by PineBridge Secondary Partners II Holdings, L.P. ("PineBridge Holdings") and PineBridge Secondary Partners II GP, L.P. ("PineBridge GP"). PineBridge Holdings is the designated filer. PineBridge GP, as the sole general partner of PineBridge Holdings, may be deemed the beneficial owner of the shares of Common Stock owned by PineBridge Holdings. PineBridge GP disclaims beneficial ownership over the shares reported herein except to the extent of its pecuniary interest therein.

	/s/ Loic Rentiers By: PineBridge Secondary Partners II GP, LLC, its general partner, By: PineBridge Investments LLC, its managing member, Name: Loic Rentiers, Title: Vice President for PineBridge Secondary Partners II Holdings, L.P.	02/08/2012
	/s/ Loic Rentiers, Vice President By: PineBridge Secondary Partners II GP, LLC, its general partner By: PineBridge Investments LLC, its managing member for PineBridge Secondary Partners II GP, L.P.	02/08/2012
	** 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 4 (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).
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