UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.4)
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
427096508
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(CUSIP Number)
December 31, 2006
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(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)
[x] 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 the disclosures provided in a prior cover page.
The information required in 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 (however, see the Notes).
CUSIP No.427096508 SCHEDULE 13G Page 2 of 8
1 Name of Reporting Person JMP Asset Management LLC
IRS Identification No. of Above Person 94-3342119
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware
NUMBER OF 5 Sole Voting Power 1,342,411
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 1,342,411
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 1,342,411
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 6.1%
12 Type of Reporting Person IA
CUSIP No.427096508 SCHEDULE 13G Page 3 of 8
1 Name of Reporting Person Joseph A. Jolson
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 709,946
SHARES
BENEFICIALLY 6 Shared Voting Power
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 709,946
PERSON WITH
8 Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each 3.2%
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9
12 Type of Reporting Person IN
CUSIP No.427096508 SCHEDULE 13G Page 4 of 8
Item 1(a). Name of Issuer:
Hercules Technology Growth Capital, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
525 University Avenue, Suite 700
Palo Alto, CA 94301
Item 2(a). Names of Person Filing:
JMP Asset Management LLC ("JMP") and Joseph A. Jolson
("Jolson")
Item 2(b). Address of Principal Business Office or, if none, Residence:
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Item 2(c). Citizenship:
JMP - Delaware; Jolson - USA
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value.
Item 2(e). CUSIP Number:
427096508
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule
13d-1(b) or Rule 13d-2(b) or (c), check whether
the person filing is a:
(a) [ ] Broker or dealer registered under section
15 of the Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the
Exchange Act.
(c) [ ] Insurance company as defined in section
3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under
section 8 of the Investment Company Act of 1940
(e) [x] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
CUSIP No.427096508 SCHEDULE 13G Page 5 of 8
(f) [ ] An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(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;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to items 5-9 and 11 of each of the cover
pages to this Schedule 13G, which Items are incorporated by reference
herein.
JMP is filing this Schedule 13G because it acts as the investment
adviser of one or more investment partnerships, pooled investment
vehicles and/or one or more client accounts (collectively, "Client
Accounts") that beneficially hold common stock that equal the
aggregate amount set forth on page 2 of this Schedule 13G (the
"Securities"). As an investment adviser, JMP has been granted the
authority to dispose of and vote the Securities held by Client
Accounts and, therefore, may be deemed to beneficially own those
Securities. The Client Accounts have the right to receive (or the
power to direct the receipt of) dividends received in connection with
ownership of the Securities, and the proceeds from the sale of the
Securities.
Neither the filing of this Schedule nor any of its contents shall
be deemed to constitute an admission that JMP is, for any purpose,
the beneficial owner of any securities to which this Schedule relates,
and JMP disclaims beneficial ownership as to those securities, except
to the extent of its pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that one or
more members, executive officers or employees of JMP might be deemed a
"beneficial owner" of some or all of the securities held by Client
Accounts in that they might be deemed to share the power to direct the
voting or disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the
beneficial owner of any of the securities held by Client Accounts, and
such beneficial ownership is expressly disclaimed.
CUSIP No.427096508 SCHEDULE 13G Page 6 of 8
The calculation of percentage of beneficial ownership in item 11 of
pages 2 and 3 of this Schedule was derived from the Issuer's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
February 7, 2007, in which the Issuer stated that the number of shares
of its Common Stock, $0.001 par value per share outstanding as of
December 31, 2006 was 21,927,034 shares.
Item 5. Ownership of Five Percent or Less of a Class.
By filing this Statement, Jolson reports that he has
ceased to be the beneficial owner of more than five percent of the
Securities as a result of a change in the aggregate number of
Securities outstanding.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
JMP is filing this Schedule 13G because, as the investment
adviser of one or more investment partnerships, pooled investment
vehicles and/or one or more client accounts that beneficially hold the
Securities, JMP has been granted the authority to dispose of and vote
such Securities. The investment partnerships and/or client accounts
have the right to receive (or the power to direct the receipt of)
dividends received in connection with ownership of the Securities, and
the proceeds from the sale of the Securities.
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 of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
CUSIP No.427096508 SCHEDULE 13G Page 7 of 8
Signature
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 14, 2007 JMP ASSET MANAGEMENT LLC
By:/s/ Joseph A. Jolson
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Joseph A. Jolson
Its: Chief Executive Officer
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: February 14, 2007 Joseph A. Jolson
By:/s/ Joseph A. Jolson
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Joseph A. Jolson
CUSIP No.427096508 SCHEDULE 13G Page 8 of 8
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 8
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule 13G
to evidence the agreement of the below-named parties, in
accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule, as it may be
amended, jointly on behalf of each of such parties.
Dated: February 14, 2007 JMP ASSET MANAGEMENT LLC
By:/s/ Joseph A. Jolson
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Joseph A. Jolson
Its: Chief Executive Officer
Joseph A. Jolson
By:/s/ Joseph A. Jolson
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Joseph A. Jolson