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
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/5/23
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
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
0
8. SHARED VOTING POWER
1,318,969
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,318,969
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,318,969 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.66%
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
0
8. SHARED VOTING POWER
2,078,960
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,078,960
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,078,960 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.34%
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
0
8. SHARED VOTING POWER
2,067,320
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,067,320
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,067,320 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.34%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of MFS High Yield Municipal Trust
("CMU" or the "Issuer").
The principal executive offices of CMU are located at
111 Huntington Avenue
Boston Massachusetts 02199
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLP (a Delaware
Limited Liability Partnership), Phillip Goldstein, and Andrew Dakos.
(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,LLP is a registered investment adviser.
Messrs. Goldstein and Dakos are partners of Bulldog
Investors,LLP.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein and Dakos 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,LLP and on behalf of a registered closed-end investment
company for which Messrs. Goldstein and Dakos have investment and voting
authority.
ITEM 4. PURPOSE OF TRANSACTION
An affiliate of the Reporting Parties intends to nominate certain individuals
to serve as Trustees and to submit a non-binding proposal to shareholders at
the Annual Meeting. See exhibit B.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on 1/19/2023 there were 28,325,314 shares of
common stock outstanding as of 11/30/22. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLP, a registered investment advisor.
As of July 14, 2023 Bulldog Investors, LLP is deemed to be the beneficial
owner of 1,318,969 shares of CMU (representing 4.66% of CMU's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
As of July 14, 2023, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 2,078,960 shares of CMU (representing 7.34% of CMU's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLP has sole power to dispose of and vote 0 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 1,318,969
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of CMU's shares) share this power with
Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog
Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose
of and vote an additional 759,991 shares.
c) During the past 60 days the following shares of CMU were bought.
Date Shares Price
7/14/2023 106,000 3.2520
7/14/2023 8,000 3.2497
7/14/2023 46,861 3.2496
7/13/2023 350,000 3.2891
7/13/2023 7,919 3.2664
7/12/2023 6,607 3.2677
7/12/2023 5,033 3.2699
7/11/2023 43,356 3.2541
7/11/2023 11,665 3.2570
7/10/2023 13,442 3.2047
7/7/2023 30,982 3.1994
7/6/2023 23,763 3.1742
7/5/2023 16,315 3.2047
7/3/2023 2,017 3.2100
6/30/2023 30,344 3.2096
6/29/2023 36,409 3.2095
6/26/2023 5,810 3.2095
6/23/2023 704 3.2000
6/22/2023 2,000 3.1860
6/21/2023 5,028 3.1792
6/20/2023 5,347 3.1800
6/16/2023 16,787 3.1794
5/22/2023 1,297 3.1600
5/17/2023 63,207 3.2001
d) Clients of Bulldog Investors, LLP and a closed-end investment company
for which Messrs. Goldstein and Dakos have investment authority 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: 7/17/2023
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner
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 17th day of July, 2023, by and among
Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos.
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 MFS High Yield Municipal
Trust (CMU), 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 CMU;
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, LLP
By:/s/ Andrew Dakos
Andrew Dakos, Partner
Exhibit B:
Special Opportunities Fund, Inc. 615 East Michigan Street, Milwaukee, WI 53202
July 10, 2023
Heidi W. Hardin, Secretary
MFS High Yield Municipal Trust
111 Huntington Avenue
Boston, Massachusetts 02199
Dear Ms. Hardin:
Special Opportunities Fund (the Fund) beneficially owns and is entitled to
vote 617,138 shares of MFS High Yield Municipal Trust (the Trust).
Please be advised that the Fund intends to arrange for a representative to
attend the 2023 Annual Meeting of Shareholders in person or by proxy and to
nominate the following persons for election as Trustees of the Trust and
present the proposal set forth below.
Paul Poole, 57, DOB:May 5, 1966, 17 Quaker Lane, Chappaqua, NY 10514
Jake Pampinella, 21, DOB: August 24, 2001, 267 84 Street, Brooklyn, NY 11209
The business and residential addresses of the nominees are the same and each
is a U.S. citizen. Except as set forth in the balance of this paragraph, the
information requested in Section (2.2)(c) of the Trust's By-Laws is
inapplicable as to either nominee. Neither nominee owns shares of the Trust
or is or will be an interested person of the Trust. There are no arrangements
or understandings between the Fund or any other person pursuant to which the
nomination of either proposed nominee will be presented. Should they be
elected as Trustees, there are no arrangements with anyone regarding their
duties to the Trust. To our knowledge, there is no additional information
about either nominee (or the Fund) that is, or will be, required by any SEC
rule or regulation in connection with any proxy statement or other filing
made in connection with solicitation of proxies for election of Trustees
or directors pursuant to Section 14 of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder.1
The Fund also intends to submit the following non-binding proposal at the
Annual Meeting for a vote of the shareholders: "The board shall consider
authorizing a liquidity event that will allow shareholders to monetize
a significant percentage of their shares at or close to net asset value."
With the Trust's current discount at about 14%, the purpose of this
proposal is self-evident.
Please advise us if you or a representative of the Board would like to
discuss any of the above matters or would like any additional information
about our nominees or proposal.
Very truly yours,
/S/ Phillip Goldstein
Phillip Goldstein
Chairman
Footnote:
1 In addition, it is premature to demand the information set forth in
subsection (i)(C) and (D) because such information cannot be accurately
determined until a proxy statement is actually prepared. Moreover, we
question whether there is a legitimate business purpose for requiring
such information to be provided to anyone other than shareholders of
the Trust. However, we will endeavor to ensure that all proxy materials
disseminated to shareholders in connection with our nominations and
proposal complies with Section 14 of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder.