FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WOODWARD ALLYN C JR
   2. Issuer Name and Ticker or Trading Symbol
HERCULES TECHNOLOGY GROWTH CAPITAL INC [HTGC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O HERCULES TECHNOLOGY GROWTH CAPITAL,, 400 HAMILTON AVE., SUITE 310		 3. Date of Earliest Transaction (Month/Day/Year)
08/12/2013
(Street)

PALO ALTO, CA 94301		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/13/2013		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 08/12/2013(1)   M   5,000 A $ 10.59 213,028 D  
Common Stock 08/12/2013(1)   M   10,000 A $ 13.4 223,028 D  
Common Stock 08/12/2013(1)   M   15,000 A $ 8.49 238,028 D  
Common Stock 08/12/2013(1)   F   21,238 D $ 14.8 216,790 (2) D  

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WOODWARD ALLYN C JR
C/O HERCULES TECHNOLOGY GROWTH CAPITAL,
400 HAMILTON AVE., SUITE 310
PALO ALTO, CA 94301		   X      

Signatures

 /s/ K. Nicholas Martitsch, Attorney-in-fact for Allyn C. Woodward, Jr.   08/20/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Transaction date incorrectly reported as August 13, 2013.
(2) Due to an administrative error, the number of shares withheld by the Company in connection with Mr. Woodward's August 12, 2013 net exercise of stock options was over-stated by 2,698 shares.

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