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.
- Peter Lynch
What is insider trading>>
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
ClearBridge MLP and Midstream Fund Inc.
(Name of Issuer)
Mandatory Redeemable Preferred Stock, no par value
(Title of Class of Securities)
184692 6@5
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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. 184692 6@5 |
Schedule 13G | Page 1 of 6 |
| 1 | Names of Reporting Persons
The Guardian Life Insurance Company of America
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
New York
|
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
0.0%
|
| 12 | Type of Reporting Person
IC
|
CUSIP No. 184692 6@5 |
Schedule 13G | Page 2 of 6 |
| 1 | Names of Reporting Persons
HPS Investment Partners, LLC
|
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Citizenship or Place of Organization
Delaware
|
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
0.0%
|
| 12 | Type of Reporting Person
OO (Limited Liability Company)
|
CUSIP No. 184692 6@5 |
Schedule 13G | Page 3 of 6 |
| ITEM 1. | (a) | Name of Issuer: |
ClearBridge MLP and Midstream Fund Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
620 Eighth Avenue, 47th Floor
New York, NY 10018
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
The Guardian Life Insurance Company of America (“Guardian”)
HPS Investment Partners, LLC (“HPS”)
| (b) | Address or Principal Business Office: |
The business address of Guardian is 10 Hudson Yards, New York, NY 10001. The business address of HPS is 40 West 57th Street, 33rd Floor, New York, NY 10019.
| (c) | Citizenship of each Reporting Person is: |
Guardian is organized under the laws of the state of New York and HPS is organized under the laws of the state of Delaware.
| (d) | Title of Class of Securities: |
Mandatory Redeemable Preferred Stock, no par value.
| (e) | CUSIP Number: |
184692 6@5
| ITEM 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☒ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
CUSIP No. 184692 6@5 |
Schedule 13G | Page 4 of 6 |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________ |
| ITEM 4. | Ownership. |
This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of the date hereof, the Reporting Persons do not beneficially own any shares of Mandatory Redeemable Preferred Stock.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: ☒
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 184692 6@5 |
Schedule 13G | Page 5 of 6 |
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.
| Date: | November 14, 2024 |
| The Guardian Life Insurance Company of America | ||
| By: | /s/ Joseph Virgilio | |
| Name: | Joseph Virgilio | |
| Title: | Attorney-in-fact | |
| HPS Investment Partners, LLC | ||
| By: | /s/ Joseph Virgilio | |
| Name: | Joseph Virgilio | |
| Title: | Chief Compliance Officer | |
CUSIP No. 184692 6@5 |
Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 24 | Power of Attorney. | |
| 99 | Joint Filing Agreement. |