October 6, 2017

 

Securities and Exchange Commission
100 Fifth Street, N.E.
Washington, D.C.  20549

 

Re:	RiverNorth Marketplace Lending Corporation Registration Statement on Form 8‑A

 

Ladies and Gentlemen:

 

On behalf of RiverNorth Marketplace Lending Corporation (the “Fund” ), we enclose herewith for filing pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, the Fund’s Registration Statement on Form 8‑A covering shares of the Fund’s Series A Term Preferred Stock, $0.0001 par value per share (the “Shares” ).

 

On June 20, 2017, the Fund filed with the Securities and Exchange Commission its initial Registration Statement on Form N‑2 (Registration Nos. 333-218851 and 811‑23067) to register the Shares under the Securities Act of 1933, as amended.

 

The Shares are being listed on the New York Stock Exchange LLC and, accordingly, an executed copy of the Form 8‑A has been mailed for filing with the New York Stock Exchange LLC.

 

If you have any questions concerning this filing or require any additional information, please contact me at (312) 845‑3273.

 

	Very truly yours,
	Chapman and Cutler llp
	By	/s/ Walter L. Draney
		Walter L. Draney

 

Enclosures

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. [X]

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. [  ]

 

Securities Act registration statement file number to which this form relates:  333-218851

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

 

Information Required in Registration Statement

 

Item 1.

Description of Registrant’s Securities to be Registered

 

The securities to be registered hereunder are shares of Series A Term Preferred Stock, $0.0001 par value per share (the “Shares” ), of RiverNorth Marketplace Lending Corporation (the “Registrant” ).  An application for listing of the Shares has been filed with the New York Stock Exchange LLC.  A description of the Shares is contained under the caption “Description of Series A Term Preferred Stock” in the Preliminary Prospectus, which is a part of Pre-effective Amendment No. 1 to the Registration Statement on Form N‑2 (Registration Nos. 333-218851 and 811‑23067), filed with the Securities and Exchange Commission on October 2, 2017.  Such description is incorporated by reference herein.  In addition, the above-referenced description included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 497 under the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.

 

Item 2.

Exhibits

 

Pursuant to the “Instruction as to Exhibits” of Form 8‑A, no exhibits are filed herewith or incorporated by reference.

 

Signature

 

Pursuant to the requirements of Section 12(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

October 6, 2017