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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SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/17/19
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
15,626
8. SHARED VOTING POWER
531,952
9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________
10. SHARED DISPOSITIVE POWER
531,952
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
547,578 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.28%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
15,626
8. SHARED VOTING POWER
770,268
9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________
10. SHARED DISPOSITIVE POWER
770,268
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
785,894 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.57%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
15,626
8. SHARED VOTING POWER
770,268
9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________
10. SHARED DISPOSITIVE POWER
770,268
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
785,894 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.57%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
15,626
8. SHARED VOTING POWER
531,952
9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________
10. SHARED DISPOSITIVE POWER
531,952
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
547,578(Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.28%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Vertical Capital Income Fund ("VCIF" or the "Issuer").
The principal executive offices of VCIF are located at
80 ARKAY DRIVE
SUITE 110
HAUPPAUGE NY 11788
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC, and an account managed by Messrs. Goldstein
and Dakos.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the shares are significantly undervalued and
have communicated their concern to management. They intend to solicit
proxies for the annual meeting scheduled for August 30, 2019 to oppose
the approval of a new investment advisory agreement between the Fund and
Oakline Advisors, LLC and the re-election of Robert Boulware to the
Fund's Board of Trustees.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the DEF 14A filed on June 21, 2019, there were 10,380,002 shares
of common stock outstanding as of June 20, 2019. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of July 26, 2019, Bulldog Investors, LLC is deemed to be the beneficial
owner of 547,578 shares of VCIF (representing 5.28% of VCIF's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 547,578 shares of VCIF include 15,626
shares (representing 0.15% of VCIF's outstanding shares) that are beneficially
owned by Mr. Goldstein and Mr.Samuels.
All other shares included in the aforementioned 547,578 shares of VCIF
beneficially owned by Bulldog Investors LLC (solely by virtue of its power
to sell or direct the vote of these shares) are also beneficially owned by
clients of Bulldog Investors, LLC who are not members of any group. The total
number of these "non-group" shares is 531,952 shares (representing 5.12% of
VCIF's outstanding shares).
As of July 26,2019, each of Messrs. Goldstein and Dakos is deemed to be the
beneficial owner of 785,894 shares of VCIF (representing 7.57% of VCIF's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLC has sole power to dispose of and vote 15,626 shares.
Bulldog Investors, LLC and Messrs. Goldstein and Dakos have shared power to
dispose of and vote 770,268 shares. Certain of Bulldog Investors, LLC's clients
(none of whom beneficially own more than 5% of VCIF's shares) share this power
with Bulldog Investors, LLC. Messrs.Goldstein, Dakos and Samuels are control
persons of Bulldog Investors, LLC. Messrs. Goldstein and Dakos have shared
power to dispose of and vote an additional 238,316 shares.
c) During the past 60 days the following shares of VCIF were purchased:
Date: Shares: Price:
07/26/19 235 10.0500
07/25/19 5,168 10.0309
07/24/19 26,911 10.0036
07/23/19 17,244 9.9567
07/22/19 14,371 9.8893
07/19/19 24,148 9.8135
07/18/19 5,000 9.7929
07/18/19 82,779 9.7771
07/17/19 875 9.766
07/17/19 100,000 9.7621
07/16/19 850 9.6790
07/16/19 14,566 9.6483
07/15/19 79,000 9.6943
07/12/19 13,141 9.5594
07/11/19 16,788 9.5460
07/10/19 7,000 9.5200
07/10/19 24,350 9.5449
07/09/19 3,520 9.5270
07/09/19 9,350 9.5294
7/8/2019 20,300 9.5686
7/5/2019 500 9.4500
7/5/2019 28,667 9.4876
7/3/2019 9,400 9.5847
7/2/2019 4,023 9.5896
7/1/2019 17,194 9.5404
6/28/2019 38,200 9.4800
6/28/2019 26,086 9.4781
6/27/2019 5,775 9.0866
6/26/2019 17,641 9.0600
6/26/2019 46,967 9.0589
6/25/2019 6,400 9.0400
6/25/2019 11,698 9.0523
6/24/2019 20,400 8.9990
6/21/2019 50,000 8.9888
6/20/2019 36,347 8.6200
d) Clients of Bulldog Investors, LLC and an account managed by Messrs.Goldstein
and Dakos are entitled to receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
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.
Dated: 7/29/2019
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 29th day of July, 2019, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Vertical Capital Income Fund
(VCIF), each of the parties to this Agreement is required to file a
statement containing the information required by Schedule 13D with respect
to the same holdings of VCIF;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member