Sec Form 13D Filing - Saba Capital Management L.P. filing for PRINCIPAL REAL ESTATE INCOME F (PGZ) - 2023-10-23

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

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Principal Real Estate Income Fund

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

 

74255X104

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 18, 2023

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 6 Pages)

______________________________

* 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.  74255X104 SCHEDULE 13D/A Page 2 of 6 Pages

1
NAME OF REPORTING PERSON
Saba Capital Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
568,008
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
568,008
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,008
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.43%
14
TYPE OF REPORTING PERSON
PN; IA

The percentages used herein are calculated based upon 6,735,367 Common Shares outstanding as of 4/30/23, as disclosed in the Issuer’s N-CSRS fil ed 7/7/23


CUSIP No.  74255X104 SCHEDULE 13D/A Page 3 of 6 Pages

1
NAME OF REPORTING PERSON
Boaz R. Weinstein
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
568,008
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
568,008
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,008
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.43%
14
TYPE OF REPORTING PERSON
IN

The percentages used herein are calculated based upon 6,735,367 Common Shares outstanding as of 4/30/23, as disclosed in the Issuer’s N-CSRS filed 7/7/23


CUSIP No.  74255X104 SCHEDULE 13D/A Page 4 of 6 Pages

1
NAME OF REPORTING PERSON
Saba Capital Management GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
568,008
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
568,008
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,008
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.43%
14
TYPE OF REPORTING PERSON
OO

The percentages used herein are calculated based upon 6,735,367 Common Shares outstanding as of 4/30/23, as disclosed in the Issuer’s N-CSRS filed 7/7/23


CUSIP No.  74255X104 SCHEDULE 13D/A Page 5 of 6 Pages

Item 1.

SECURITY AND ISSUER

 

 

 

This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the SEC on 10/3/23; with respect to the common shares of PRINCIPAL REAL ESTATE INCOME FUND. This Amendment No. 1 amends Items 4, 6 and 7 below. 


Item 4.

PURPOSE OF TRANSACTION

   

 

Item 4 is hereby amended and supplemented as follows: 

On October 18, 2023, Saba Capital Master Fund, Ltd. ("SCMF"), a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate a slate of two independent trustee candidates- Stephen G. Flanagan and Jassen Trenkow (the "Nominees"), for election to the Board at the Issuer's 2024 annual meeting of shareholders (the "Annual Meeting"). 


Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

 

 

Item 6 is hereby amended and supplemented by the addition of the following: 

Each of the Nominees has entered into a nomination agreement (collectively, the "Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D/A whereby the Nominees agreed to become members of a slate of nominees and stand for election as trustees of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting and whereby, Saba Capital has agreed to advance an amount not to exceed $5,000 to cover the reimbursement of fees the nominees may incur in connection with their nominations and defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.

   

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

 

 

Exhibit 2:

Form of Nominee Agreement



CUSIP No.  74255X104 SCHEDULE 13D/A Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  October 23, 2023

 

SABA CAPITAL MANAGEMENT, L.P. 

By:  /s/ Michael D'Angelo

 

Name: Michael D'Angelo

Title: Chief Compliance Officer

 

 

 

 

 

SABA CAPITAL MANAGEMENT GP, LLC 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Authorized Signatory

 

 

 

 

 

BOAZ R. WEINSTEIN 

By:  /s/ Michael D'Angelo

 

Name: Michael D'Angelo

 

Title: Attorney-in-fact*

 

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823