Sec Form 3 Filing - NASSAU ASSET MANAGEMENT LLC @ BrandywineGLOBAL-Global Income Opportunities Fund Inc - 2019-12-30

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NASSAU ASSET MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
BrandywineGLOBAL-Global Income Opportunities Fund Inc [ BWG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
SEE FOOTNOTE (3)
(Last) (First) (Middle)
1 AMERICAN ROW,
3. Date of Earliest Transaction (MM/DD/YY)
12/30/2019
(Street)
HARTFORD, CT06102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series D Mandatory Redeemable Preferred Stock 0 I SEE FOOTNOTE ( 1 ) ( 3 ) ( 4 ) ( 5 )
Series E Mandatory Redeemable Preferred Stock 0 I SEE FOOTNOTE ( 2 ) ( 3 ) ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NASSAU ASSET MANAGEMENT LLC
1 AMERICAN ROW
HARTFORD, CT06102
X SEE FOOTNOTE (3)
Gass Phillip J.
C/O NASSAU ASSET MANAGEMENT LLC
1 AMERICAN ROW
HARTFORD, CT06102
SEE FOOTNOTE (4)
Signatures
Nassau Asset Management LLC, By: /s/ Kostas Cheliotis, Vice President, General Counsel and Secretary 07/24/2020
Signature of Reporting Person Date
/s/ Phillip J. Gass 07/24/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Series D Mandatory Redeemable Preferred Stock reported in this Form 3 (the "Series D Shares") are held as follows: (i) Nassau Life Insurance Company ("NNY") is the registered holder of 100,000 Series D Shares, (ii) Nassau Life and Annuity Company ("NLA") is the registered holder of 200,000 Series D Shares and (iii) PHL Variable Insurance Company ("PHL") is the registered holder of 200,000 shares of Series D Mandatory Preferred Stock.
( 2 )The shares of Series E Mandatory Redeemable Preferred Stock reported in this Form 3 (the "Series E Shares" and together with the Series D Shares, the "Subject Securities") are held as follows: (i) NNY is the registered holder of 400,000 Series E Shares, and (ii) NLA is the registered holder of 300,000 Series E Shares.
( 3 )Nassau Asset Management LLC ("Namco") serves as Investment Manager of NNY, NLA, and PHL (the "Insurance Companies") pursuant to separate Investment Management Agreements between Namco, on the one hand, and each of the Insurance Companies, respectively, on the other hand (the "IMAs"). Under the terms of the IMAs, Namco has shared voting and investment power over the Subject Securities. As Investment Manager of the Insurance Companies, Namco may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of the Subject Securities. Namco disclaims beneficial ownership of the Subject Securities other than for the purpose of determining their respective obligations under Section 13(d) of the Act, and the filing of this report shall not be deemed an admission that Namco is or was the beneficial owner of the Subject Securities for any other purpose. Namco disclaims any pecuniary interest in the Subject Securities.
( 4 )Phillip J. Gass ("Mr. Gass") indirectly owns Subject Securities and, as Director, Chairman and Chief Executive Officer of each of the Insurance Companies and Namco, has voting and investment power over securities held in the portfolio of each Insurance Company, including the Subject Securities. Therefore Mr. Gass may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of the Subject Securities. Mr. Gass disclaims beneficial ownership of the Subject Securities other than for the purpose of determining their respective obligations under Section 13(d) of the Act, and the filing of this report shall not be deemed an admission that Mr. Gass is or was the beneficial owner of the Subject Securities for any other purpose. Mr. Gass disclaims any pecuniary interest in the Subject Securities.
( 5 )The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

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