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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
|
BlackRock ESG Capital Allocation Term Trust (Name of Issuer) |
Common Shares, $0.001 par value (Title of Class of Securities) |
09262F100 (CUSIP Number) |
Saba Capital Management, L.P. 405 Lexington Avenue, 58th Floor, Attention: Michael D'Angelo New York, NY, 10174 (212) 542-4635 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/24/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 09262F100 |
| 1 |
Name of reporting person
Saba Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,552,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN, IA |
Comment for Type of Reporting Person:
The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24.
SCHEDULE 13D
|
| CUSIP No. | 09262F100 |
| 1 |
Name of reporting person
Boaz R. Weinstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO |
||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,552,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24.
SCHEDULE 13D
|
| CUSIP No. | 09262F100 |
| 1 |
Name of reporting person
Saba Capital Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,552,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.001 par value | |
| (b) | Name of Issuer:
BlackRock ESG Capital Allocation Term Trust | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Bellevue Parkway, Wilmington,
DELAWARE
, 19809. | |
Item 1 Comment:
This Amendment No. 24 amends Items 3, 4, 5, and 7. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D/A is being jointly filed by:(i)Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital");(ii)Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and(iii)Mr. Boaz R. Weinstein ("Mr. Weinstein"),(together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein. | |
| (b) | The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. | |
| (c) | The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities. | |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Persons have not, during the last five years, been a 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) | Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $424,448,249 was paid to acquire the Common Shares reported herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:On February 24, 2025, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, submitted to the Issuer a notice of intent to nominate a slate of eight independent trustee candidates comprised of (i) Ilya Gurevich, Shavar Jeffries, and Athanassios Diplas to serve as Class III Nominees (the "Class III Nominees"), (ii) David Littlewood and David Locala to serve as successors to two of the trustees who are currently serving as Class II holdover trustees (the "Class II Holdover Seat Nominees"), and (iii) Jennifer Raab, Thomas H. McGlade, and Elizabeth Groo to serve as successors to three of the trustees who are currently serving as Class I holdover trustees (the "2025 Class I Holdover Seat Nominees" and, together with the Class III Nominees and the Class II Holdover Seat Nominees, the "2025 Nominees"), for election to the Board at the Issuer's 2025 annual meeting of shareholders (the "2025 Annual Meeting").In connection with the 2025 Annual Meeting, each of the 2025 Nominees has entered into a nomination agreement (collectively, the "2025 Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 10 to this Schedule 13D/A, whereby such 2025 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 2025 Annual Meeting, and Saba Capital agreed to defend and indemnify such 2025 Nominees against, and with respect to, any losses that may be incurred by such 2025 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 2025 Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of 2025 Nominee Agreement, a copy of which is attached as Exhibit 10 and is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24. | |
| (b) | See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | No transactions in the Common Shares within the past sixty days. | |
| (d) | The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not Applicable | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10 - Form of Nominee Agreement | ||
| SIGNATURE | |
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.
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Comments accompanying signature:
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 |