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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SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
5/26/20
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
8,420
8. SHARED VOTING POWER
199,794
9. SOLE DISPOSITIVE POWER
8,420
_______________________________________________________
10. SHARED DISPOSITIVE POWER
199,794
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
208,214 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.46%
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
8,420
8. SHARED VOTING POWER
301,495
9. SOLE DISPOSITIVE POWER
8,420
_______________________________________________________
10. SHARED DISPOSITIVE POWER
301,495
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
309,915 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.64%
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
8,420
8. SHARED VOTING POWER
301,495
9. SOLE DISPOSITIVE POWER
8,420
_______________________________________________________
10. SHARED DISPOSITIVE POWER
301,495
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
309,915 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.64%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Western Asset Variable Rate Strat Fund ("GFY" or the "Issuer").
The principal executive offices of GFY are located at
620 Eigth Ave 49th FL
New York, NY 10019
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, and Andrew Dakos.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein and Dakos are members of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein and Dakos is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of Mr. Goldstein
and clients of Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit B - Letter to GFY shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on May 26, 2020, there were 4,668,407 shares
of common stock outstanding as of March 31, 2020. 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 May 26, 2020 Bulldog Investors, LLC is deemed to be the beneficial
owner of 208,214 shares of GFY (representing 4.46% of GFY's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 208,214 shares of GFY include 8,420
shares (representing 0.18% of GFY's outstanding shares) that are beneficially
owned by Mr. Goldstein.
All other shares included in the aforementioned 208,214 shares of GFY
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 199,794 shares (representing 4.28% of
GFY's outstanding shares).
As of May 26, 2020, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 309,915 shares of GFY (representing 6.64% of GFY's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLC has sole power to dispose of and vote 8,420 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 199,794
shares. Certain of Bulldog Investors, LLC's clients (none of whom
beneficially own more than 5% of GFY's shares) share this power with
Bulldog Investors, LLC. Messrs.Goldstein and Dakos are members of Bulldog
Investors, LLC.
c) During the past 60 days the following shares of GFY were traded.
Date Shares Price
5/26/2020 1,329 14.8200
5/22/2020 3,000 14.6500
5/14'/2020 2,132 14.5700
5/14/2020 206 14.5800
5/13/2020 627 14.6000
5/12/2020 95 14.6800
5/8/2020 42,701 14.7500
5/7/2020 180 14.7942
5/6/2020 9,100 14.8381
5/6/2020 10,000 14.8000
5/5/2020 725 14.7500
4/30/2020 1,430 14.8500
4/29/2020 14,970 14.8620
4/27/2020 436 14.7600
4/24/2020 40 14.7600
4/20/2020 6,297 14.9697
4/20/2020 2,025 14.9791
4/3/2020 6,800 13.7501
4/2/2020 700 13.8123
4/1/2020 17,307 13.7093
3/31/2020 12,260 13.4399
3/26/2020 2,306 12.7924
04/09/2020 (4,200) 14.9983
d) Clients of Bulldog Investors, LLC and an account managed by Messrs.
Goldstein and Dakos 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 & B
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: 5/27/20
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:
Agreement to Make Joint Filing
Agreement made as of the 27st day of May, 2020, by and among
Bulldog Investors, LLC, Phillip Goldstein and Andrew Dakos.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Western Asset Variable Rate
Strat Fund (GFY), each of the parties to this Agreement is required to file
a statement containing the information required by Schedule 13D with respect
to the same holdings of GFY;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Exhibit B:
Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663
(201) 881-7111 // Fax: (201) 556-0097 // This email address is being protected from spambots. You need JavaScript enabled to view it.
May 26, 2020
Dear Stockholder of Western Asset Variable Rate Strategic Fund Inc. (GFY):
As you know, Legg Mason, the investment manager of GFY, has agreed to be
acquired by Franklin Resources for $50 per share, 23% higher than the price
at which its stock closed the day before the deal was announced. You can be
sure Legg Mason negotiated to get the highest price for its own stockholders.
MEANWHILE, THE SHARES OF GFY HAVE LONG TRADED AT A DISCOUNT TO THEIR NET ASSET
VALUE (NAV).
We think it is only fair that the shareholders of GFY, like the shareholders of
Legg Mason, should also have an opportunity to sell their shares at a price
above the market price, i.e., at NAV. That is why we urge you to vote AGAINST
the new management agreements with Legg Mason and its subsidiary, Western
Asset Management. A vote AGAINST the new agreements would send a message to
the Board of Directors of GFY that shareholders like us are not human chattel
and that we also want an opportunity to realize a price at or close to NAV for
our shares, e.g., by converting GFY to an open-end fund or liquidating it.
IF YOU DON'T HAVE YOUR PROXY OR HAVE ANY QUESTIONS ABOUT HOW TO VOTE IT,
PLEASE CALL INVESTORCOM AT 1-877-972-0090.
Very truly yours,
/s/ Phillip Goldstein
Phillip Goldstein
Managing Member
Bulldog Investors, LLC
a