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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SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
5/18/20
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
32,096
8. SHARED VOTING POWER
671,382
9. SOLE DISPOSITIVE POWER
32,096
_______________________________________________________
10. SHARED DISPOSITIVE POWER
671,382
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
703,478 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.78%
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
32,096
8. SHARED VOTING POWER
982,324
9. SOLE DISPOSITIVE POWER
32,096
_______________________________________________________
10. SHARED DISPOSITIVE POWER
982,324
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,014,420(Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
9.77%
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
32,096
8. SHARED VOTING POWER
982,324
9. SOLE DISPOSITIVE POWER
32,096
_______________________________________________________
10. SHARED DISPOSITIVE POWER
982,324
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,014,420(Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
9.77%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
ITEM 1. SECURITY AND ISSUER
TThis statement constitutes Amendment #3 to the schedule 13d
filed July 29, 2019. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Standstill agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on November 29 2019, there were 10,380,003 shares
of common stock outstanding as of September 30, 2019. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLC, a registered investment advisor.
As of May 15, 2020, Bulldog Investors, LLC is deemed to be the beneficial
owner of 703,478 shares of VCIF (representing 6.78% 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 703,478 shares of VCIF include 32,096
shares (representing 0.31% of VCIF's outstanding shares) that are beneficially
owned by Mr. Goldstein.
All other shares included in the aforementioned 703,478 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 671,382 shares (representing 6.47% of
VCIF's outstanding shares).
As of May 15, 2020, each of Messrs. Goldstein and Dakos is deemed to be the
beneficial owner of 1,014,420 shares of VCIF (representing 9.77% 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 32,096 shares.
Bulldog Investors, LLC and Messrs. Goldstein and Dakos have shared power to
dispose of and vote 671,382 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 and Dakos are control persons
of Bulldog Investors, LLC. Messrs. Goldstein and Dakos have shared
power to dispose of and vote an additional 310,942 shares.
c)During the last 60 days the following shares of VCIF were traded:
Date: Shares: Price:
4/2/20 332 $8.0200
3/30/20 2,344 $7.7500
3/27/20 4,990 $8.0400
3/20/20 (2,358) $9.5200
3/19/20 (10,565) $8.5043
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.
See exhibit A - Standstill Agreement
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Standstill Agreement
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: 5/19/20
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
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
STANDSTILL AGREEMENT
This STANDSTILL AGREEMENT (the "Agreement") is made as of May 18, 2020 by
and among the following parties (individually a "Party" and collectively the
"Parties"):
(1) Vertical Capital Income Fund, a Delaware Statutory Trust, including
its Trustees, officers, trustees, agents and affiliates (the "Fund");
and
(2) Bulldog Investors, LLC, a Delaware limited liability company,
including its members, officers, agents and affiliates ("Bulldog").
Capitalized terms used herein but not otherwise defined shall have the
meaning set forth in Article 5 of this Agreement.
RECITALS
A. As of the date of this Agreement, Bulldog Beneficially Owns, and has
the right to vote, approximately 9.9% of the Fund's outstanding shares of
beneficial interest;
B. Upon the recommendation of Bulldog, the Fund's Nominating Committee
has considered and will recommend the nomination of Jack Lee Macdowell, Jr.
("Macdowell") for election as a Trustee of the Fund at the 2020 annual meeting
of shareholders of the Fund (the "2020 Annual Meeting") to the Board of
Trustees of the Fund (the "Board"); and the Board will consider the Nominating
Committee's recommendation that Macdowell be nominated for election as a
trustee and undertakes to approve such nomination; and
C. Prior to the execution and delivery of this Agreement, Macdowell has
agreed to enter into a Non-Disclosure Agreement with the Fund, and from the
date of this Agreement until the 2020 annual meeting of Fund shareholders will
be permitted to participate in meetings of the Board as a non-voting observer.
ARTICLE 1
BOARD COMPOSITION AND RELATED MATTERS
Section 1.1. The Fund represents and warrants to Bulldog that the Board,
in connection with its approval of this Agreement and subject to the execution
and delivery of this Agreement by all Parties, will resolve to nominate
Macdowell for election as a trustee of the Fund at the 2020 Annual Meeting to
serve in the class of trustees with terms ending in 2023 and to recommend (and
not withdraw such recommendation) to the shareholders of the Fund that they
vote for Macdowell at the 2020 Annual Meeting.
Section 1.2. Macdowell has previously confirmed:
(a) his consent to serve on the Board if elected pursuant to
Section 1.1 hereof; and
(b) his agreement to fully comply with any and all policies and
procedures of the Fund, including corporate governance and insider trading
policies, as the same may be amended from time to time; provided that the effect
of any such policy or procedure does not require any trustee to violate the law
or breach such trustee's fiduciary duties under applicable law.
ARTICLE 2
ACTIONS BY BULLDOG
Section 2.1. Bulldog shall not for a period from the date of this
Agreement until the conclusion of the 2020 Annual Meeting, directly or
indirectly, take any of the following actions:
(a) solicit consents or seek to call any special meeting of
the shareholders of the Fund;
(b) in connection with a shareholder meeting called by the Fund,
(i) propose any matter for a vote of the shareholders of
the Fund,
(ii) make any trustee nominations, nor
(iii) solicit proxies;
(c) initiate any litigation or other action against the Fund or
its advisor or any of their respective trustees, members,
managers, directors, officers, employees or agents; nor
(d) without the Fund's approval, issue any press release or
make any public statement not legally required in relation
to the Fund or the value or marketability of the Fund's
holdings or the Fund's shares; nor
(e) make any public release or statement that disparages the
Fund or its advisor or any of their respective trustees,
members, managers, directors, officers, employees or agents
in any manner likely to be harmful to any of them or their
businesses, business reputations or personal reputations.
Section 2.2. Bulldog will cause all Voting Securities for which it has the
right to vote as of the record date for any meeting of shareholders to be
present for quorum purposes and to be voted at any such meeting for the election
of trustees in the manner recommended by the Board, unless another method is
required by Section 12 of the Investment Company Act of 1940, and the rules
thereunder.
ARTICLE 3
ACTIONS BY THE FUND
Section 3.1. For a period from the date of this Agreement until the
conclusion of the 2020 Annual Meeting, the Fund agrees that it will not make
any public release or statement that disparages Bulldog in any manner likely
to be harmful to Bulldog or its businesses, business reputations or personal
reputations.
ARTICLE 4
CERTAIN REPRESENTATIONS AND WARRANTIES
Section 4.1. The Fund represents and warrants to each of the other Parties
that:
(a) the Fund's execution, delivery and performance of this Agreement
has been approved by the Board and does not violate its Agreement and
Declaration of Trust, and Bylaws or the Delaware Statutory Trust Act, or
any agreement to which it is a party; and
(b) this Agreement constitutes the Fund's valid and binding
obligation, enforceable against it in accordance with the terms thereof.
Section 4.2. Bulldog represents and warrants to the Fund that:
(a) delivery and performance of this Agreement has been approved by
its managing member, or other governing body or authority, as the case may be,
and does not violate its organizational or constituent document;
(b) Bulldog, its execution, delivery and performance of this
Agreement does not violate any agreement to which it is a party or any of
its constituent documents;
(c) this Agreement constitutes its valid and binding obligation,
enforceable against it in accordance with the terms thereof;
(d) Philip Goldstein is a managing member and has the requisite
authority to execute this Agreement on behalf of Bulldog;
ARTICLE 5
CERTAIN ANNOUNCEMENTS AND OTHER DISCLOSURES
Section 5.1. The Fund shall announce this Agreement and the material terms
hereof by means of a press release as soon as practicable after the date
hereof.
Section 5.2. Except as set forth in Section 5.1 or as mutually agreed to
and approved by the Parties, neither the Fund nor Bulldog shall make any
public announcement or statement concerning this Agreement or comment on
this Agreement; provided, however, that any Party may make such announcement,
statement or comment concerning this Agreement as is required by law or the
rules of the New York Stock Exchange, LLC.
ARTICLE 6
CERTAIN DEFINITIONS
Section 6.1. In addition to the other definitions contained elsewhere in
this Agreement, the following terms shall have the meanings specified below
for the purposes hereof:
"Affiliate"" has the meaning ascribed to it in Rule 12b-2 promulgated under
the 1934 Act.
"Beneficial Owner" and "Beneficially Own" have the same meanings as set forth
in Rule 13d-3 promulgated by the SEC under the Exchange Act; provided,
however, that for purposes of this Agreement, any option, warrant, right,
conversion privilege or arrangement to purchase, acquire or vote Voting
Securities, regardless of the time period during, or the time at which, it
may be exercised, and regardless of the consideration paid, shall be deemed
to give the holder thereof beneficial ownership of the Voting Securities to
which it relates.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC under such statute.
"Person" means a natural person or any legal, commercial or governmental
entity, including, but not limited to, a corporation, partnership, joint
venture, trust, limited liability Fund, group acting in concert or any
person acting in a representative capacity.
"Voting Securities" means any securities of the Fund entitled, or which may
be entitled, to vote in the election of trustees.
ARTICLE 7
MISCELLANEOUS
Section 7.1. Entire Agreement. This Agreement constitutes the entire
agreement of the Parties with respect to its subject matter and supersedes
any and all prior representations, agreements or understandings, whether
written or oral, between or among any of them with respect to such subject
matter. This Agreement may be amended only by a written agreement duly
executed by the Parties.
Section 7.2. Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal
process in regard hereto shall be in writing and shall be deemed validly
given, made or served, if (a) given by email transmitted to the address set
forth below and the appropriate confirmation is received or (b) if given
by any other means, when actually received during normal business hours
at the address specified in this subsection:
if to the Fund:
c/o JoAnn Strasser
Thompson Hine LLP
41 S. High St., #1700
Columbus, Ohio 43215
Fax: 614-469-3361
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if to Bulldog or Goldstein:
Phillip Goldstein
Bulldog Investors, LLC
Park 80 West
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
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Section 7.3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Delaware,
notwithstanding any conflict of law provision to the contrary.
Section 7.4. Assignment. This Agreement may not be assigned by any
Party without the prior written consent of the other Party. This Agreement
shall be binding upon, and inure to the benefit of, the respective
successors and permitted assigns of the Parties. This Agreement shall
confer no rights or benefits upon any Person other than the Parties.
Section 7.5. Waiver. Any waiver by any Party of a breach of any
provision of this Agreement shall not be deemed to be a
waiver of any
other breach of such provision or of any breach of any other provision
of this Agreement.
Section 7.6. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original but all of which shall together
constitute a single instrument.
Section 7.7. Remedies. Each Party hereto hereby acknowledges and agrees,
on behalf of itself and its Affiliates, that irreparable harm would occur
in the event any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties will be entitled to specific relief
hereunder, including an injunction or injunctions to prevent and enjoin
breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof.
IN WITNESS WHEREOF, this Agreement has been executed by each of the Parties,
through their respective duly authorized representative, as applicable, as
of the date first above written.
BULLDOG INVESTORS, LLC VERTICAL CAPITAL INCOME FUND
By: /s/ Phillip GOldstein By: /s/ Stanton Eigenbrodt
Name: Phillip Goldstein Name: Stanton Eigenbrodt
Title: Member Title: Secretary