VENTURE LENDING & LEASING VIII, INC. Reported by WERDEGAR MAURICE CLARK

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1 VENTURE LENDING & LEASING VIII, INC. Reported by WERDEGAR MAURICE CLARK FORM 3 (Initial Statement of Beneficial Ownership) Filed 02/03/16 for the Period Ending 08/31/15 Address 104 LA MESA DRIVE SUITE 102 PORTOLA VALLEY, CA, Telephone (650) CIK Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C INITIAL STATEMENT OF 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 OMB APPROVAL OMB Number: Estimated average burden hours per response Name and Address of Reporting Person * Werdegar Maurice Clark 2. Date of Event Requiring Statement (MM/DD/YYYY) 8/31/ Issuer Name and Ticker or Trading Symbol Venture Lending & Leasing VIII, Inc. [N/A] (Last) (First) (Middle) 104 LA MESA DR., STE 102 (Street) PORTOLA VALLEY, CA Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X Officer (give title below) 10% Owner President and CEO / Membership Interest 5. If Amendment, Date Original Filed (MM/DD/YYYY) X Other (specify below) 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) 1.Title of Security Table I - Non-Derivative Securities Beneficially Owned 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership Common Shares 118 (1) I Membership Interest (2) Common Shares 43 (3) I Membership Interest (4) 1. Title of Derivate Security Table II - Derivative Securities Beneficially Owned ( e.g., puts, calls, warrants, options, convertible securities) 2. Date Exercisable and Expiration Date (MM/DD/YYYY) Date Exercisable Expiration Date 3. Title and Amount of Securities Underlying Derivative Security Title Amount or Number of Shares 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership Explanation of Responses: (1) 118/100,000 outstanding. (2) Membership interest (through an IRA) in sole shareholder of the Issuer. (3) 43/100,000 outstanding. (4) Membership interest in investment adviser to the Issuer; membership interest in sole shareholder of the Issuer. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Werdegar Maurice Clark 104 LA MESA DR., STE 102 PORTOLA VALLEY, CA X President and CEO Membership Interest Signatures Maurice C. Werdegar * by Gwendolyn Williamson as Attorney-in-Fact 2/3/2016 ** Signature of Reporting Person Date

3 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, seeinstruction 5(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See18 U.S.C 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, seeinstruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

4 LIMITED POWER OF ATTORNEY MAURICE C. WERDEGAR The undersigned hereby constitutes and appoints Gwendolyn A. Williamson, of Perkins Coie LLP, th Street N.W. Washington, D.C , as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign and file one or more of Form 3, Form 4 and/or Form 5, and any amendments thereto, as required under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, with respect to the reporting on the undersigned's beneficial ownership of securities of Venture Lending & Leasing VIII, Inc. (the " Fund "), granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute of him, may lawfully do or cause to be done by virtue hereof. In witness, by signing this instrument I affirm all that is written above. Dated: January 11, 2016 /s/ Maurice C. Werdegar Maurice C. Werdegar Signed in the presence of: /s/ Deborah Hernandez Witness /s/ Julie Fox Witness

5 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Mateo Subscribed and sworn to (or affirmed) before me on this 11th day of January, 2016, by Maurice Werdegar proved to me on the basis of satisfactory evidence to be the person who appeared before me. LYNDA COLLETTA Commission # Notary Public - California (Seal) /s/ Lynda Colletta Notary Public, State of California, Santa Clara County My commission expires October 1, 2019.

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