Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8) 1
Eaton Vance Municipal Bond Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
27827X101
(CUSIP Number)
Jodi Hedberg, Chief Compliance Officer
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
_______________________
1 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 disclosures provided in a prior cover page.
The information required on 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. 27827X101 |
13D | Page 2 of 7 Pages |
| 1. | NAME OF REPORTING PERSON
Karpus Investment Management
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
WC
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
5,233,621 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
5,464,162 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,464,162 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.59%
|
|||
14. |
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 27827X101 |
13D | Page 3 of 7 Pages |
| 1. | NAME OF REPORTING PERSON
Karpus Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
WC
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
13,447 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
13,447 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,447 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|||
14. |
TYPE OF REPORTING PERSON
OO
|
CUSIP
No. 27827X101
13D
Page
4 of 7 Pages
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item
2 is hereby amended and restated as follows: (a) This
statement is filed by: (i)
Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under
Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”),
which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective
informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities
is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus
and CLIG. The shares to which this Amendment No. 8 relates are owned directly by the accounts managed by Karpus; (ii)
Karpus Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund (the “Karpus Fund”). Immediately following the
filing of this Amendment No. 8 to the Schedule 13D, Karpus Fund shall cease to be a Reporting Person. Each
of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D. Set
forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business,
occupation or employment and the name, principal business and address of any corporation or other organization in which such employment
is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons’ knowledge, except as
otherwise set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the
Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. (b) The address of the
principal office of each of Karpus and Karpus Fund is 183 Sully’s Trail, Pittsford, New York
14534. (c)
The principal business of Karpus is serving as a registered investment adviser that provides investment management for individuals,
pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation of Karpus Fund is investing
in securities. (d)
No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). (e)
No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws. (f)
Karpus and the Karpus Fund are organized under the laws of the State of New York.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus, an independent registered investment advisor, has accumulated 5,464,162 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 7.59% of the outstanding Shares. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
The aggregate purchase price of the 5,464,162 Shares beneficially owned by Karpus is approximately $67,271,606, excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
The aggregate purchase price of the 13,447 Shares held by the Karpus Fund is approximately $3,021,091, excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
CUSIP No. 27827X101 |
13D | Page 5 of 7 Pages |
|
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 71,953,184 Shares outstanding, which is the total number of Shares outstanding communicated by the Issuer on Form SC TO-I/A, filed with the Securities and Exchange Commission on July 28, 2020.
| A. | Karpus Investment Management |
| (a) | As of the close of business on November 17, 2020, Karpus Investment Management beneficially owned 5,464,162 Shares held in the Accounts. |
Percentage: Approximately 7.59%
| (b) | 1. Sole power to vote or direct vote: 5,233,621 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 5,464,162 | ||
| 4. Shared power to dispose or direct the disposition: 0 | ||
| (c) | The transactions in the Shares by Karpus through the Accounts during the past sixty days are set forth in Schedule B and incorporated herein by reference. |
| B. | Karpus Fund |
| (a) | As of the close of business on November 17, 2020, the Karpus Fund beneficially owned 13,447 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 13,447 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 13,447 | ||
| 4. Shared power to dispose or direct the disposition: 0 | ||
| (c) | The Karpus Fund has not entered into any transaction in the Shares during the past sixty days. |
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respects to Securities of the Issuer. |
On November 19, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 8 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
7. Item 7 is hereby amended to add the following
exhibit: CUSIP
No. 27827X101 SIGNATURES After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct. KARPUS
MANAGEMENT, INC. Name:
Jodi Hedberg Title: Chief
Compliance Officer
Material
to be Filed as Exhibits.
99.1
Joint
Filing Agreement by and between Karpus Management, Inc. and Karpus Investment Management Profit Sharing Plan Fund B – Conservative
Bond Fund, dated November 19, 2020.
13D
Page
6 of 7 Pages
Dated: November
19, 2020
By:
/s/
Jodi
Hedberg
| ||
KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND B – CONSERVATIVE BOND FUND | ||
| ||
| By: | /s/ Kathleen F. Crane | |
Name: Kathleen F. Crane Title: Chief Financial Officer of Karpus Investment Management | ||
;
CUSIP No. 27827X101 |
13D | Page 7 of 7 Pages |
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| Name | Position & Present Principal Occupation | Business Address | Shares Owned |
| Kathleen Finnerty Crane | Chief Financial Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 490 Shares |
| Dana R. Consler | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 10,651 Shares |
| Thomas M. Duffy | Senior Vice President and Director of Operations |
183 Sully’s Trail, Pittsford, New York 14534 | 153 Shares |
| Sharon L. Thornton | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Daniel L. Lippincott | Chief Investment Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| David D’Ambrosio | Senior Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Marijoyce Ryan | Vice President of Fiduciary Services | 183 Sully’s Trail, Pittsford, New York 14534 | 2,942 Shares |
| Thomas Wayne Griffin | Director | 1125 Airport Road, Coatesville, PA 19320 |
0 Shares |
| Carlos Manuel Yuste | Director | 1125 Airport Road, Coatesville, PA 19320 | 0 Shares |
SCHEDULE B
Transactions in the Shares over the last 60 days.
| Nature of the Transaction | Securities Purchased/(Sold) |
Price Per Share($) |
Date of Purchase / Sale |
KARPUS
MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
| Sale of Common Stock | (8,065) | $ 13.08 | 9/18/2020 |
| Sale of Common Stock | (2,198) | $ 13.01 | 9/21/2020 |
| Sale of Common Stock | (43,300) | $ 13.00 | 9/23/2020 |
| Sale of Common Stock | (9,526) | $ 12.98 | 9/24/2020 |
| Sale of Common Stock | (8,561) | $ 12.99 | 9/25/2020 |
| Sale of Common Stock | (11,257) | $ 13.14 | 10/1/2020 |
| Sale of Common Stock | (6,635) | $ 13.09 | 10/2/2020 |
| Sale of Common Stock | (1,300) | $ 13.09 | 10/5/2020 |
| Sale of Common Stock | (3,592) | $ 13.07 | 10/6/2020 |
| Sale of Common Stock | (48,228) | $ 13.06 | 10/7/2020 |
| Sale of Common Stock | (25,197) | $ 13.09 | 10/8/2020 |
| Sale of Common Stock | (11,925) | $ 13.09 | 10/9/2020 |
| Sale of Common Stock | (12,608) | $ 13.10 | 10/12/2020 |
| Sale of Common Stock | (13,710) | $ 13.10 | 10/13/2020 |
| Sale of Common Stock | (756) | $ 13.04 | 10/14/2020 |
| Sale of Common Stock | (123) | $ 13.03 | 10/16/2020 |
| Sale of Common Stock | (76,700) | $ 13.12 | 10/20/2020 |
| Sale of Common Stock | (26,958) | $ 13.10 | 10/21/2020 |
| Sale of Common Stock | (300) | $ 13.10 | 10/22/2020 |
| Sale of Common Stock | (2,957) | $ 13.08 | 10/23/2020 |
| Sale of Common Stock | (435) | $ 13.01 | 10/26/2020 |
| Sale of Common Stock | (10,947) | $ 12.95 | 10/27/2020 |
| Sale of Common Stock | (41,905) | $ 12.95 | 10/28/2020 |
| Sale of Common Stock | (14,206) | $ 12.99 | 10/29/2020 |
| Sale of Common Stock | (40,718) | $ 12.99 | 10/30/2020 |
| Sale of Common Stock | (20,692) | $ 13.02 | 11/2/2020 |
| Sale of Common Stock | (43,127) | $ 13.02 | 11/3/2020 |
| Sale of Common Stock | (19,644) | $ 13.05 | 11/4/2020 |
| Sale of Common Stock | (168,400) | $ 13.12 | 11/5/2020 |
| Sale of Common Stock | (17,004) | $ 13.14 | 11/6/2020 |
| Sale of Common Stock | (20,664) | $ 13.18 | 11/9/2020 |
| Sale of Common Stock | (556) | $ 13.18 | 11/10/2020 |
| Sale of Common Stock | (275) | $ 13.17 | 11/11/2020 |
| Sale of Common Stock | (26,728) | $ 13.12 | 11/12/2020 |
| Sale of Common Stock | (16,478) | $ 13.13 | 11/13/2020 |
| Sale of Common Stock | (20,700) | $ 13.18 | 11/16/2020 |
| Sale of Common Stock | (9,055) | $ 13.16 | 11/17/2020 |