Hercules Technology Growth Capital
HERCULES TECHNOLOGY GROWTH CAPITAL INC (Form: 3, Received: 02/09/2006 12:33:29)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stettenbenz Shane

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/30/2006 

3. Issuer Name and Ticker or Trading Symbol

HERCULES TECHNOLOGY GROWTH CAPITAL INC [HTGC]

(Last)        (First)        (Middle)

918 ANGELUS WAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Technology Officer /

(Street)

DEL REY OAKS, CA 93940       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   1100   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Non-statutory Stock Option   6/17/2006   (1) 6/17/2012   Common Stock   87308   $13.00   D    
Incentive Stock Option   6/17/2006   (2) 6/17/2012   Common Stock   7692   $13.00   D    

Explanation of Responses:
( 1)  29,100 options vest on or after June 17, 2006. The remaining 58,208 options vest prorata over the following 24 month period ending June 17, 2008.
( 2)  2,564 options vest on or after June 17, 2006. The remaining 5,128 options vest prorata over the following 24 month period ending June 17, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stettenbenz Shane
918 ANGELUS WAY
DEL REY OAKS, CA 93940


Chief Technology Officer

Signatures
/s/ Shane Stettenbenz 2/8/2006
** 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.
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