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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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DWS Municipal Income Trust
( KTF )
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
233368109
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(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 2024
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 233368109
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1 NAME OF REPORTING PERSON
Sit Investment Associates, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,396,588 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
5,396,588 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,588 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.78%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 233368109
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1 NAME OF REPORTING PERSON
Sit Fixed Income Advisors II, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,396,588 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,396,588 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,588 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.78%
14 TYPE OF REPORTING PERSON (See Instructions)
IA
EXPLANATORY NOTE
This Amendment No. 4 ("Amendment") amends and supplements the statement on
Schedule 13D filed on October 6, 2023, as most recently amended by
Amendment No. 3 filed on December 28, 2023 (collectively, the
"Original Schedule 13D" and, as amended by this Amendment,
the "Schedule 13D"), relating to the shares of Common Stock ("Shares)"
of DWS Municipal Income Trust (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 4 Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended to add the following:
On January 22, 2024, the Sit Entities delivered a letter to the Issuer
expressing concern about the persistently high Net Asset Value ("NAV")
discount (the share price relative to net asset value) for the Issuer. The
Sit Entities believe that the NAV discount is the result of the Issuer's
significant underperformance versus the benchmark and considerable reduction
in the size of the Issuer's monthly dividends. The Sit Entities believe that
the overuse of leverage is the primary driver of these two factors.
The Sit Entities requested that the Issuer take corrective action, including
proactive measures to reduce the NAV discount. Such action should include
providing shareholders with the opportunity to redeem shares at the Fund's
NAV. The investment adviser should refund to the Issuer any management fees
collected which were based on the value of the borrowed assets during the
periods in which the cost of borrowing exceeded the return on the Issuer's
holdings.
ITEM 5 Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended to read as follows:
a) and b)
The aggregate percentage of Shares reported owned by Sit Entities herein
is based upon 39,172,837 Shares outstanding as of January 23, 2024, which
is the total number of Shares outstanding as reported on the Issuer's
website. As of the date hereof, the Sit Entities may be deemed to be the
beneficial owner of 5,396,588 Shares held in client accounts which
represent 13.78% of the Issuer's outstanding Shares. Each of the Sit
Entities may be deemed to have shared power to vote and dispose of such
Shares. However, none of SIA's or SFI's directors or executive officers
own Shares directly.
c) Transactions in Shares by the Sit Entities in the last 60 days are set
forth in Exhibit A.
d) The clients of SIA and SFI have the right to participate in the receipt of
dividends from, or proceeds from the sales of, the Shares held for their
respective accounts.
e) Not applicable.
ITEM 7 Materials to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended to add the following
exhibit:
Exhibit B: Letter from the Sit Entities to the Issuer, dated January 19,
2024.
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.
January 23, 2024
By: Sit Investment Associates, Inc.
/s/ Roger J. Sit
-----------------------------------
Name/Title: Roger J. Sit, Chairman & CEO
By: Sit Fixed Income Advisors II, LLC
/s/ Roger J. Sit
-----------------------------------
Name/Title: Roger J. Sit, Chairman & CEO
EXHIBIT A
Schedule of Transactions in Shares by Sit Entities in the last 60 days:
------------------ ------------------ ------------------ ------------------
Shares of Common
Date of Transaction Stock Purchased Price
Transaction Type /(Sold) Per Share ($)
------------------ ------------------ ------------------ ------------------
11/20/2023 BUY 7,800.00 8.37
11/20/2023 BUY 7,855.00 8.37
11/21/2023 BUY 25,000.00 8.36
11/22/2023 BUY 21,871.00 8.3392
11/22/2023 BUY 7,300.00 8.3392
11/24/2023 BUY 12,100.00 8.3391
11/24/2023 BUY 12,900.00 8.3391
11/27/2023 SELL (3,400.00) 8.32
11/28/2023 BUY 9,200.00 8.3599
11/28/2023 BUY 1,916.00 8.359901
11/28/2023 BUY 1,000.00 8.3599
11/28/2023 BUY 1,300.00 8.3599
11/28/2023 BUY 900 8.3599
11/29/2023 BUY 2,147.00 8.4449
11/30/2023 BUY 21,800.00 8.4998
11/30/2023 BUY 28,200.00 8.4998
12/4/2023 BUY 4,707.00 8.646701
12/5/2023 BUY 2,600.00 8.6487
12/5/2023 BUY 1,328.00 8.648697
12/5/2023 BUY 3,600.00 8.6487
12/6/2023 BUY 35,738.00 8.6647
12/7/2023 BUY 172 8.66
12/8/2023 BUY 7,600.00 8.6553
12/8/2023 BUY 5,942.00 8.6553
12/8/2023 BUY 1,100.00 8.6553
12/8/2023 BUY 1,100.00 8.6553
12/11/2023 BUY 3,100.00 8.65
12/11/2023 BUY 3,700.00 8.65
12/11/2023 BUY 3,561.00 8.65
12/11/2023 BUY 2,400.00 8.65
12/12/2023 BUY 13,900.00 8.6494
12/12/2023 BUY 11,906.00 8.6494
12/13/2023 BUY 81,000.00 8.665
12/13/2023 BUY 69,100.00 8.665
12/14/2023 SELL (10,200.00) 8.7627
12/15/2023 BUY 25,000.00 8.7978
12/18/2023 BUY 23,700.00 8.8015
12/18/2023 BUY 20,074.00 8.8015
12/19/2023 BUY 58,200.00 8.8698
12/19/2023 BUY 44,000.00 8.8698
12/19/2023 BUY 5,000.00 8.8698
12/19/2023 BUY 42,200.00 8.8698
12/19/2023 BUY 49,800.00 8.8698
12/19/2023 BUY 42,700.00 8.8698
12/19/2023 BUY 31,900.00 8.8698
12/19/2023 BUY 50,000.00 8.8698
12/21/2023 BUY 10,000.00 8.8585
01/08/2024 BUY 15,498.00 8.9816
01/09/2024 BUY 4,500.00 8.9690
01/09/2024 BUY 2,400.00 8.9690
01/09/2024 BUY 25,000.00 8.9690
01/09/2024 BUY 18,100.00 8.9690
01/11/2024 BUY 1,999.00 8.9900
01/12/2024 BUY 8,975.00 9.0109
01/16/2024 BUY 20,030.00 8.9787