Sec Form 13D Filing - Saba Capital Management L.P. filing for ClearBridge MLP & Midstream Fund Inc. (CEM) - 2023-01-25

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. 3)*

ClearBridge MLP and Midstream Fund Inc
(Name of Issuer)

Common Shares, $0.001 par value
(Title of Class of Securities)

184692200
(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)

January 23, 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. [ ]

(Page 1 of 7 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.  184692200 SCHEDULE 13D/A Page 2 of 7 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

1,033,674

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,033,674

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,033,674

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.68%

14

TYPE OF REPORTING PERSON

PN; IA

       

The percentages used herein are calculated based upon 13,455,195 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 7/28/22



CUSIP No.  184692200 SCHEDULE 13D/A Page 3 of 7 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

1,033,674

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,033,674

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,033,674

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.68%

14

TYPE OF REPORTING PERSON

IN

       

The percentages used herein are calculated based upon 13,455,195 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 7/28/22



CUSIP No.  184692200 SCHEDULE 13D/A Page 4 of 7 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

1,033,674

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,033,674

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,033,674

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.68%

14

TYPE OF REPORTING PERSON

OO

       

The percentages used herein are calculated based upon 13,455,195 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 7/28/22



CUSIP No.  184692200 SCHEDULE 13D/A Page 5 of 7 Pages

Item 1.

SECURITY AND ISSUER

 

 

 

 

 

This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 10/7/22, as amended by Amendment No. 1 filed 10/26/22, and Amendment No. 2 filed 11/22/22; with respect to the common shares of ClearBridge MLP and Midstream Fund Inc. This Amendment No. 3 amends Items 3 and 5 as set forth below.

 

 

 

 

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 $34,475,300 was paid to acquire the Common Shares reported herein.

 
   

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

 

(a)

See rows (11) and (13) of the cover pages to 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 13,455,195 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 7/28/22

 

 

(b)

See rows (7) through (10) of the cover pages to 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)

The transactions in the Common Shares effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

 

 

(d)

The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

 

 

(e)

Not applicable.




CUSIP No.  184692200 SCHEDULE 13D/A Page 6 of 7 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:  January 25, 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

 



CUSIP No.  184692200 SCHEDULE 13D/A Page 7 of 7 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days.  All transactions were effectuated in the open market through a broker. 

Trade Date

Buy/Sell

Shares

Price

11/28/2022

Buy

17,860

        34.85

11/29/2022

Buy

16,515

        35.46

12/2/2022

Buy

20,595

        35.50

12/5/2022

Buy

765

        35.33

12/6/2022

Buy

22,186

        33.87

12/7/2022

Buy

2,307

        33.00

12/8/2022

Buy

5,924

        33.03

12/9/2022

Buy

502

        32.75

12/12/2022

Buy

4,115

        32.21

1/6/2023

Buy

15,390

      ;   33.37

1/9/2023

Buy

500

        34.21

1/10/2023

Buy

3,247

        34.15

1/11/2023

Buy

7,849

        34.76

1/12/2023

Buy

10,273

        35.52

1/23/2023

Buy

24,823

        36.18

1/24/2023

Buy

48,691

        36.02