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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
02/03/2020
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
8,692
8. SHARED VOTING POWER
586,736
9. SOLE DISPOSITIVE POWER
8,692
_______________________________________________________
10. SHARED DISPOSITIVE POWER
586,736
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
595,428 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.79%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
8,692
8. SHARED VOTING POWER
586,736
9. SOLE DISPOSITIVE POWER
8,692
_______________________________________________________
10. SHARED DISPOSITIVE POWER
586,736
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
595,428 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.79%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
8,692
8. SHARED VOTING POWER
586,736
9. SOLE DISPOSITIVE POWER
8,692
_______________________________________________________
10. SHARED DISPOSITIVE POWER
586,736
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
595,428 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.79%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #1 to the schedule 13d
filed January 21, 2020. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Letter to the Secretary from Phillip Goldstein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on August 21, 2019, there were 12,424,467 shares
of common stock outstanding as of June 30, 2019. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLC, a registered investment advisor.
As of January 31, 2020 Bulldog Investors, LLC is deemed to be the beneficial
owner of 595,428 shares of DNI (representing 4.79% of DNI's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 595,428 shares of DNI include 8,692
shares (representing 0.07% of DNI's outstanding shares) that are beneficially
owned by Mr. Goldstein.
All other shares included in the aforementioned 595,428 shares of DNI
beneficially owned by Bulldog Investors LLC (solely by virtue of its power
to sell or direct the vote of these shares) are also beneficially owned by
clients of Bulldog Investors, LLC who are not members of any group. The total
number of these "non-group" shares is 586,736 shares (representing 4.72% of
DNI's outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 8,692 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 586,736
shares. Certain of Bulldog Investors, LLC's clients (none of whom
beneficially own more than 5% of DNI's shares) share this power with
Bulldog Investors, LLC. Messrs.Goldstein and Dakos are members of Bulldog
Investors, LLC.
c) Since the last filing on 1/17/20 no shares of DNI were traded.
d) Clients of Bulldog Investors, LLC and Mr.Goldstein are entitled to
receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 02/03/2020
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Phillip Goldstein
60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // This email address is being protected from spambots. You need JavaScript enabled to view it.
February 3, 2020
Dividend and Income Fund
11 Hanover Square, 12th Floor
New York, New York 10005
Attn: Russell Kamerman, Secretary
Dear Mr. Kamerman:
I beneficially own 8,692 shares of Dividend and Income Fund (the "Fund"),
which were purchased from time to time beginning on March 6, 2019, of
which 100 shares are registered book shares and the balance held in
street name at Schwab and Pershing. Bulldog Investors, LLC, an investment
adviser of which I am a Managing Member, and its affiliated persons,
beneficially own a total of approximately 4.8% of the Fund's shares.
Pursuant to Article II, Section 12(a) of the Fund's Bylaws, I hereby give
notice that I intend to nominate Matthew Crouse for Trustee and present
one proposal at the Fund's 2020 annual meeting of stockholders. Mr. Crouse
is not an interested person of the Fund, has no arrangements or
understandings with any person, and there is no relationship between him
and any affiliated person of the Fund, its investment manager, or any
other fund with the same investment manager. Currently, Mr. Crouse does
not own any shares of the Fund. His bio is as follows:
Matthew S. Crouse, CFA, MBA, PhD (Age 48); 3696 E. Lois Lane, Salt
Lake City, UT 84124; Mr. Crouse has been an adjunct professor of finance
in the M.B.A. program at Westminster College in Salt Lake City, Utah
since 2015. He received the 2016-2017 Gore School of Business Adjunct
Faculty of the Year Award. Mr. Crouse's research interests involve
closed-end mutual funds and exchange-traded funds (ETFs) and in 2019 an
article he wrote on leveraged ETFs was published in the Journal of Index
Investing.
From 2003 to 2018, Mr. Crouse worked as a portfolio manager at Western
Investment LLC, a private investment firm that specializes in closed-end
mutual funds. From 2002 to 2003, he worked as manager of market risk at
Duke Energy Corporation (NYSE:DUK) an electric power holding company, and
from 2001 to 2002, he served as director of research at New Power Holdings
Inc., a provider of electricity and natural gas to residential and small
commercial customers in the United States.
Mr. Crouse earned a BS in Electrical Engineering (magna cum laude) in
1993 and a PhD in Electrical Engineering in 1999, both from Rice
University. He earned an MS in Electrical Engineering from the University
of Illinois in 1995 and an MBA in Finance from the University of Houston
in 2003. Matt has been a CFA charterholder since 2005 and is a member of
the CFA Society of Salt Lake City. Mr. Crouse would likely be deemed to
be an "audit committee financial expert" as such term is defined in the
Sarbanes-Oxley Act of 2002. Mr. Crouse does not serve, and within the past
three years has not served, as trustee or officer of any closed-end
investment company.
The non-binding proposal I intend to present is as follows:
The Fund should seek guidance from the Staff of the Division of Investment
Management of the SEC (the "Staff") as to whether its 4.99% share ownership
limitation violates the Investment Company Act of 1940 (the "Act").
The purpose of this proposal is to determine if the Staff believes that the
Fund's 4.99% share ownership limitation violates the Act.*
Please advise me as soon as possible if you have any questions or concerns.
Thank you for your prompt attention to this matter.
Sincerely yours,
/S/Phillip Goldstein
Phillip Goldstein
___________________
* In Boulder Total Return Fund, SEC Response to Request for Interpretive
Guidance, No. 811-07390 (Nov. 15, 2010), the Staff stated that "if [a
registered investment company] opts into the [Maryland Control Share
Acquisition Act (the 'MCSAA')], its actions would be inconsistent with
the wording of, and purposes underlying, Section 18(i) [of the Act]."
The MCSSA limits the voting rights of a shareholder who exceeds certain
ownership limitations. The Fund's 4.99% share ownership limitation "provides
that any Acquisition attempted to be made in violation of the 4.99% Share
Limitations will be null and void ab initio to the fullest extent permitted
by law." Given the similar purpose and effect of the Fund's 4.99% share
ownership limitation to that of the MCSSA, it is not obvious that the
Fund's 4.99% share ownership limitation is consistent with the wording of,
and purposes underlying, Section 18(i) of the Act.