UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

(Amendment No. __)*
 
Medley Capital Corporation 
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
58503F304
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:
[X]  Rule 13d-1(b)
[   ]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.










CUSIP No. 58503F304


  1. 
NAME OF REPORTING PERSON
 
LPL Financial LLC
 
  2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]        (b)  [   ]
 
 
  3.
SEC USE ONLY
 
 
  4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5. 
SOLE VOTING POWER
 
0
 
6.
SHARED VOTING POWER
 
0
 
7.
SOLE DISPOSITIVE POWER
 
0
 
8.
SHARED DISPOSITIVE POWER
 
6,068,612.005 *
 
  9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,068,612.005 *
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.1% *
 
12.
TYPE OF REPORTING PERSON
 
BD
IA

* As of December 31, 2018 and based on 54,474,000 shares of Common Stock outstanding.





2



CUSIP No. 58503F304


Schedule 13G

Item 1(a).
Name of Issuer

 
Medley Capital Corporation
   
Item 1(b).
Address of Issuer’s Principal Executive Offices

 
280 Park Avenue, 6th Floor East, New York, NY  10017
   
Item 2(a).
Name of Person Filing

 
LPL Financial LLC (“LPL Financial”)
   
Item 2(b).
Address of Principal Business Office

 
75 State Street, Boston, Massachusetts 02109
   
Item 2(c).
Citizenship

 
California
   
Item 2(d).
Title of Class of Securities

 
Common Stock, $0.001 par value
   
Item 2(e).
CUSIP Number

 
58503F304
   
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
[X]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
[   ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
 
(c)
[   ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
[   ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
[X]
An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
 
(f)
[   ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
(g)
[   ]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)
[   ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
[   ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
(j)
[   ]
A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J).
 
(k)
[   ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                             





3



CUSIP No. 58503F304


Item 4.
Ownership
 
 
The information requested by this paragraph is incorporated herein by reference to the cover page to this Schedule 13G.  LPL Financial, in its capacity as investment adviser, may be deemed to beneficially own the Common Stock reported herein, which is held by clients who have granted discretionary authority to dispose of or direct the disposition of the shares to an independent contractor of LPL Financial.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
 
Not Applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
The Common Stock reported herein by LPL Financial, in its capacity as investment adviser, is owned by clients who have granted discretionary authority to dispose of or direct the disposition of the shares to an independent contractor of LPL Financial. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. One such client is known to have such right or power with respect to more than five percent of the Common Stock. This client is an individual named Daniel Browning.
 
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
 
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
 
Not Applicable.
 
Item 9
Notice of Dissolution of Group
 
 
Not Applicable.
 
Item 10.
Certification
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 




4



CUSIP No. 58503F304

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated:  January 10, 2019

 
LPL FINANCIAL LLC
 
       
 
By:
/s/ Steven Mills
 
   
Name:  Steven Mills
 
   
Title:  VP, Risk Management
 







5