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.
- Peter Lynch
What is insider trading>>
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
First Trust/Aberdeen Global Opportunity Income Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
337319107
(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)
December 2, 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. 337319107 |
13D | Page 2 of 6 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
3,130,584 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
3,410,521 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,521 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.86%
|
|||
14. |
TYPE OF REPORTING PERSON
IA
|
CUSIP
No. 337319107
13D
Page
3 of 6 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 to read 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;
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 forth 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 the Reporting Persons 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.
(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) Each of the Reporting Persons is 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 3,410,521 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 26.86% 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 3,410,521 Shares beneficially owned by Karpus Investment Management is approximately $34,507,370, 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. 337319107 |
13D | Page 4 of 6 Pages |
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On December 2, 2020, the Issuer entered into a Standstill Agreement with Karpus (the "Agreement"), pursuant to which the Issuer announced a tender offer for up to 20% of the Issuer's outstanding common stock at a price equal to 98% of the net asset value at the closing of trading on the date the tender offer expires (the "Tender Offer").
Karpus agreed to certain customary standstill provisions, effective as of the date of the Agreement until December 2, 2023 (the “Standstill Period”), prohibiting it from, among other things, (i) soliciting any proxies with respect to proposals submitted or to be submitted to any of the issuer’s shareholders, (ii) granting a proxy with respect to shares of the issuer other than to officers of, or other persons named as proxies by the issuer, (iii) executing any written consent with respect to the issuer’s shares other than as may be solicited by the issuer or its board, (iv) seeking to exercise control or influence over the issuer’s management or policies, (v) proposing or making any filing with respect to, any proposals or matters seeking the vote or consent of shareholders, or any proposals or matters for the consideration of the board, (vi) seeking the removal of any of the issuer’s board members, (vii) nominating any individuals for election to the issuer’s board or otherwise seeking appointment or representation on the board, (viii) joining, creating or collaborating with any group of unaffiliated third parties concerning the issuer, other than in accordance with the board’s representations, (ix) providing any advice, aid or encouragement that is designed to do indirectly or to urge others, to do things it has agreed not to do in the agreement with respect to the issuer, or (x) take any action, directly or indirectly, which would cause it to beneficially own in the aggregate a number of common shares of the fund in excess of the number of common shares of the fund that it beneficially owns in the aggregate immediately following the completion of the Tender Offer.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is referenced in Exhibit 99.1 hereto and is incorporated herein by reference.
|
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 12,696,934 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2020, as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSRS, filed with the Securities and Exchange Commission on September 3, 2020.
| A. | Karpus Investment Management |
| (a) | As of the close of business on December 2, 2020, Karpus Investment Management beneficially owned the 3,410,521 Shares held in the Accounts. |
Percentage: Approximately 26.86%
| (b) | 1. Sole power to vote or direct vote: 3,130,584 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 3,410,521 | ||
| 4. Shared power to dispose or direct the disposition: 0 | ||
| (c) | The transactions in the Shares by Karpus during the past sixty (60) days are set forth in Schedule B and incorporated herein by reference. |
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 it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own.
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respects to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On December 2, 2020, Karpus and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Agreement by and among Karpus Management Inc. and First Trust/Aberdeen Global Opportunity Income Fund., dated December 2, 2020. |
CUSIP No. 337319107 |
13D | Page 5 of 6 Pages |
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. | ||
| ||
| Dated: December 3, 2020 | By: | /s/ Jodi Hedberg |
Name: Jodi Hedberg Title: Chief Compliance Officer | ||
|
| ||
CUSIP No. 337319107 |
13D | Page 6 of 6 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 | 100 Shares |
| Dana R. Consler | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 1,700 Shares |
| Thomas M. Duffy | Senior Vice President and Director of Operations | 183 Sully’s Trail, Pittsford, New York 14534 | 0 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 | 650 Shares |
| Marijoyce Ryan | Vice President of Fiduciary Services | 183 Sully’s Trail, Pittsford, New York 14534 | 0 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 during the past sixty (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)
| Purchase of Common Stock | 1,425 | $9.56 | 10/5/2020 |
| Purchase of Common Stock | 41 | $9.71 | 10/9/2020 |
| Purchase of Common Stock | 134 | $9.71 | 10/12/2020 |
| Purchase of Common Stock | 3,600 | $9.54 | 10/28/2020 |
| Purchase of Common Stock | 1,800 | $9.45 | 10/29/2020 |
| Purchase of Common Stock | 3,495 | $9.45 | 10/30/2020 |
| Purchase of Common Stock | 19,935 | $9.45 | 11/2/2020 |
| Sale of Common Stock | (16,201) | $9.47 | 11/3/2020 |
| Sale of Common Stock | (22,825) | $9.68 | 11/6/2020 |
| Sale of Common Stock | (276) | $9.78 | 11/9/2020 |