Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Denomme Mark
2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2010
3. Issuer Name and Ticker or Trading Symbol
HERCULES TECHNOLOGY GROWTH CAPITAL INC [HTGC]
(Last)
(First)
(Middle)
C/O HERCULES TECHNOLOGY GROWTH CAPITAL, 31 ST. JAMES AVE., SUITE 790
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Managing Director
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02116
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 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 $0.001 par value 2,694
D
 
Common Stock $0.001 par value 2,700 (1)
D
 
Common Stock $0.001 par value 750 (2)
D
 
Common Stock $0.001 par value 20,000 (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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
Options to purchase common stock   (4) 09/25/2013 Common Stock $.001 par value 30,000 $ 12.19 D  
Options to purchase common stock   (5) 01/25/2014 Common Stock $.001 par value 2,250 $ 14.02 D  
Options to purchase common stock   (6) 02/25/2015 Common Stock $.001 par value 7,163 $ 12.2 D  
Options to purchase common stock   (7) 03/17/2016 Common Stock $.001 par value 45,000 $ 4.21 D  
Options to purchase common stock   (8) 08/15/2015 Common Stock $.001 par value 5,500 $ 10.49 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Denomme Mark
C/O HERCULES TECHNOLOGY GROWTH CAPITAL
31 ST. JAMES AVE., SUITE 790
BOSTON, MA 02116
      Senior Managing Director  

Signatures

/s/Scott Harvey Attorney-in-fact for Mark Denomme 01/22/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock award issued as a grant subject to forfeiture restrictions of one-fourth lapsing on 02/25/2009,one-fourth lapsing on 02/25/2010, one-fourth lapsing on 02/25/2011 and one-fourth lapsing on 02/25/2012.
(2) Restricted stock award issued as a grant subject to forfeiture restrictions of one-fourth lapsing on 08/15/2009, one-fourth lapsing on 08/15/2010, one-fourth lapsing on 8/15/2011 and one-fourth lapsing on 02/25/2012.
(3) Restricted stock award issued as a grant subject to forfeiture restrictions of one-fourth lapsing on 03/17/2010 and the remaining three-fourths lapsing prorata over the following thirty six months ending 03/17/2013.
(4) One-third of the options vest on 09/25/2007 and two-thirds of the options vest prorata over the following twenty four months ending 09/25/2009
(5) One-third of the options vest on 01/25/2008 and two-thirds of the options vest prorata over the following twenty four months ending 01/25/2010.
(6) One-third of the options vest on 02/25/2009 and two-thirds of the options vest prorata over the following twenty four months ending 02/25/2011.
(7) One-third of the options vest on 03/17/2010 and two-thirds of the options vest prorata over the following twenty four months ending 03/17/2012.
(8) One-third of the options vest on 08/15/2009 and two-thirds of the options vest prorata over the following twenty four months ending 08/15/2011.

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