Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BlackRock Municipal Income Fund, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
09253X102
(CUSIP Number)
Daniel
L. Lippincott, President and Chief Investment 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.
BakerHostetler
45 Rockfeller Plaza
New York, New York 10111
(212) 589-4233
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 2024
(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.
__________
* 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. 09253X102
13D
Page
2 of 10 Pages
| 1. | NAME OF REPORTING PERSON
Karpus Management Inc. d/b/a 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
12,925,556 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
13,050,556 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,050,556 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.91%
|
|||
14. |
TYPE OF REPORTING PERSON
IA
|
CUSIP
No. 09253X102
13D
Page
3 of 10 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
0 Shares
| ||
| 8. | SHARED VOTING POWER
1,000 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
1,000 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 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. 09253X10213D
Page
4 of 10 Pages
| 1. | NAME OF REPORTING PERSON
Daniel C. Robeson
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 09253X10213D
Page
5 of 10 Pages
| 1. | NAME OF REPORTING PERSON
Arthur Charles Regan
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 09253X10213D
Page
6 of 10 Pages
EXPLANATORY NOTE
This Amendment No. 3 (“Amendment”) amends and supplements the statement on Schedule 13D filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), on November 7, 2023, as amended by Amendment No. 1 filed on January 8, 2024, and as by Amendment No. 2 filed on January 19, 2024 (collectively, the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of BlackRock Municipal Income Fund, Inc. (“Shares”), a Maryland corporation (the “Issuer”). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.
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 filing relates are owned directly by the Accounts managed by Karpus;
(ii) Karpus Investment Management Profit Sharing Plan Fund B-Conservative Bond Fund (“Karpus Fund”);
(iii) Dr. Daniel C. Robeson; and
(iv) Arthur Charles Regan.
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 and Solicitation 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 knowledge Karpus, except as otherwise disclosed 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 Karpus and Karpus Fund is 183 Sully's Trail, Pittsford, New York 14534. The address of the principal office of Dr. Robeson is 515 Loudonville Road, Loudonville, NY 12211. The address of the principal office of Mr. Regan is 505 Eighth Avenue, Suite 800, New York, New York 10018.
(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, trust, and others. The principal business of Karpus Fund is investing in securities. The principal occupation of Dr. Robeson is a business professor. The principal occupation of Mr. Regan is President and CEO of a proxy solicitation/stockholder services firm.
(d) No Reporting Person, nor to the knowledge of Karpus, any person listed on Schedule A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor to the knowledge of Karpus, any person listed on Schedule A has, during the last five years, been party to a civil proceeding or a judicial or administrative body of competent jurisdiction 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 Karpus Fund are each organized under the laws of the State of New York. Dr. Robeson and Mr. Regan are citizens of the United States of America.
| 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 13,050,556 Shares on behalf of accounts managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 17.91% 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 13,050,556 Shares beneficially owned by Karpus is approximately $143,994,308, excluding brokerage commissions. The Shares purchased by Karpus 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 herein.
The aggregate purchase price of the 1,000 Shares held by Karpus Fund is approximately $11,513, excluding brokerage commissions.
CUSIP
No. 09253X10213D
Page
7 of 10 Pages
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following:
On February 27, 2024, Karpus delivered a letter (the “Proposal Letter”) to the Secretary of the Issuer to (i) nominate two persons for election to the board of directors of the Issuer at the 2024 Annual Meeting of Shareholders, and (ii) present two additional proposals for consideration by the Issuer's Shareholders.
The nominee's submitted are Dr. Daniel C. Robeson and Arthur Charles Regan.
The proposals are as follows:
1. 2F; BE IT RESOLVED, that the Investment Advisory Agreement between the BlackRock Municipal Income Fund, Inc. and BlackRock Advisors, LLC shall be terminated.
2. BE IT RESOLVED, that the Board promptly consider taking all steps necessary to amend any and all governing documents to provide that (i) the affirmative vote of a plurality of shares, represented in person or by proxy at any meeting at which a quorum is present, be the voting standard to elect directors in any contested election and (ii) that shareholders of the Fund shall have the right to amend or repeal the Bylaws or adopt new Bylaws at any time.
These two proposals are in addition to the proposal previously submitted by Karpus on January 18, 2024 pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, which requests that (i) the Issuer’s board of trustees (the “Board”) promptly consider authorizing a self-tender offer for all outstanding common shares of the Issuer at or close to net asset value and (ii) if more than 50% of the Issuer’s outstanding common shares are tendered, the tender offer be cancelled and the Board take the steps necessary to liquidate, merge, or convert the Issuer to an open-end mutual fund or exchange traded fund.
| Item 5. | Interest in Securities of the Issuer. |
Item 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 72,867,992 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2023 on the Form N-CSR filed by the Issuer for the annual period ended July 31, 2023.
A. Karpus
| (a) | As of the close of business on February 26, 2024, Karpus beneficially owned an aggregate of 13,050,556 Shares. |
Percentage: 17.91%
| (b) | 1. Sole power to vote or direct vote: 12,925,556 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 13,050,556 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) The transactions in the
Shares by Karpus since the
filing of Amendment No. 2 to the Original Schedule 13D are set forth on Schedule B and incorporated herein for
reference.
B. Karpus Fund
| (a) | As of the close of business on February 26, 2024, Karpus Fund beneficially owned 1,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 1,000 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 1,000 |
(c) The transactions in the Shares by the Karpus Fund for the past 60 days are set forth in Schedule B and are incorporated herein by reference.
C. Dr. Robeson and Mr. Regan
| (a) | As of the close of business on February 26, 2024, neither Dr. Robeson nor Mr. Regan owned any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) Neither Dr. Robeson nor Mr. Regan has entered into any transactions in the Shares in the past 60 days.
The filing of this Schedule 13D shall not be construed as 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 of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
CUSIP
No. 09253X10213D
Page
8 of 10 Pages
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On February 27, 2024 the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and restated to read as follows:
CUSIP
No. 09253X10213D
Page
9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2024
KARPUS
MANAGEMENT, INC.
|
|||
By:
|
/s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott | |||
| Title: President and Chief Investment Officer | |||
| KARPUS FUND
|
|||
By:
|
/s/ Thomas Michael Duffy | ||
| Name: Thomas Michael Duffy | |||
| Title: Trustee | |||
DR. DANIEL C. ROBESON
|
|||
By:
|
/s/ Dr. Daniel C. Robeson | ||
| Name: Dr. Daniel C. Robeson | |||
| ARTHUR CHARLES REGAN
|
|||
By:
|
/s/ Arthur Charles Regan | ||
| Name: Arthur Charles Regan | |||
CUSIP No. 09253X102 |
13D | Page 10 of 10 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 | 75 Shares |
| Thomas Michael Duffy | Senior Vice President and Director of Operations |
183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Daniel Lee Lippincott | President and Chief Investment Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 7,000 Shares |
| Brett David Gardner | Senior Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 6,875 Shares |
| Jodi Lee Hedberg | Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Thomas Wayne Griffith | Director | 17 East Market Street, West Chester, Pennsylvania 19382 |
710 Shares |
| Carlos Manuel Yuste | Director | 17 East Market Street, West Chester, Pennsylvania 19382 | 0 Shares |
SCHEDULE B
Transactions in the Shares since the amended Schedule 13D filing on January 19, 2024
| Nature of the Transaction | Shares 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 | 37,934 | $11.46 | 1/23/2024 |
| Purchase of Common Stock | 56,994 | $11.50 | 1/24/2024 |
| Purchase of Common Stock | 54,000 | $11.54 | 1/25/2024 |
| Purchase of Common Stock | 46,419 | $11.47 | 1/26/2024 |
| Purchase of Common Stock | 5,109 | $11.46 | 1/29/2024 |
| Purchase of Common Stock | 13,500 | $11.56 | 1/30/2024 |
| Purchase of Common Stock | 27,50 | $11.66 | 1/31/2024 |
| Purchase of Common Stock | 37 | $11.56 | 2/1/2024 |
| Purchase of Common Stock | 2,400 | $11.73 | 2/2/2024 |
| Sale of Common Stock | (1,000) | $11.66 | 2/5/2024 |
| Purchase of Common Stock | 15,664 | $11.72 | 2/6/2024 |
| Purchase of Common Stock | 40,436 | $11.72 | 2/7/2024 |
| Purchase of Common Stock | 35,758 | $11.67 | 2/8/2024 |
| Purchase of Common Stock | 4,900 | $11.70 | 2/9/2024 |
| Purchase of Common Stock | 620 | $11.77 | 2/12/2024 |
| Purchase of Common Stock | 5,833 | $11.69 | 2/13/2024 |
| Purchase of Common Stock | 4,700 | $11.71 | 2/14/2024 |
| Purchase of Common Stock | 25,183 | $11.74 | 2/15/2024 |
| Purchase of Common Stock | 18,473 | $11.73 | 2/16/2024 |
| Purchase of Common Stock | 13,914 | $11.73 | 2/20/2024 |
| Purchase of Common Stock | 53,175 | $11.74 | 2/21/2024 |
| Purchase of Common Stock | 110,000 | $11.71 | 2/22/2024 |
| Purchase of Common Stock | 12,000 | $11.73 | 2/23/2024 |
| Purchase of Common Stock | 28,066 | $11.70 | 2/26/2024 |
KARPUS FUND
| Purchase of Common Stock | 1,000 | $11.47 | 1/26/2024 |