Sec Form 13D Filing - Saba Capital Management L.P. filing for ClearBridge MLP & Midstream Total Return Fund Inc. (CTR) - 2023-06-01

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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 & Midstream Total Return Fund Inc

(Name of Issuer)

 

Common Shares, $0.001 par value

(Title of Class of Securities)

 

18469Q207

(CUSIP Number)

Authorized to Receive Notices and Communications)

 

May 30, 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. [X]

(Page 1 of 7 Pages)

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* 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).

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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           703,900
	9	SOLE DISPOSITIVE POWER           -0-
	10	SHARED DISPOSITIVE POWER           703,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON           703,900
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           10.05%
14	TYPE OF REPORTING PERSON           PN; IA

The percentages used herein are calculated based upon 7,001,744 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23

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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           703,900
	9	SOLE DISPOSITIVE POWER           -0-
	10	SHARED DISPOSITIVE POWER           703,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON           703,900
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           10.05%
14	TYPE OF REPORTING PERSON           IN

The percentages used herein are calculated based upon 7,001,744 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23

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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           703,900
	9	SOLE DISPOSITIVE POWER           -0-
	10	SHARED DISPOSITIVE POWER           703,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON           703,900
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           10.05%
14	TYPE OF REPORTING PERSON           OO

The percentages used herein are calculated based upon 7,001,744 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23

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Item 1.	SECURITY AND ISSUER
	This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 9/26/22, as amended by Amendment No. 1 filed 10/25/22 and Amendment No. 2 filed 2/28/23; with respect to the common shares of ClearBridge MLP & Midstream Total Return Fund Inc. This Amendment No. 3 amends Items  4 and 7 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 $19,339,154 was paid to acquire the Common Shares reported herein.
Item 4.	PURPOSE OF TRANSACTION
	Item 4 is hereby amended and supplemented as follows: On May 30, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer's shareholders at the Issuer's 2024 annual meeting of shareholders, to terminate the management agreement, and all other advisory and management agreements between the Issuer and Legg Mason Partners Fund Advisor, LLC (such letter, the "Management Agreement Termination Proposal Letter").  The foregoing summary of the Management Agreement Termination Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Agreement Termination Proposal Letter, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.
Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Item 5 is hereby amended and restated as follows:
(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 7,001,744 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D 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.

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(c)	No trades in the last 60 days.
(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.
Item 7.	MATERIAL TO BE FILED AS EXHIBITS

Exhibit 2:

Management Agreement Termination Proposal Letter.

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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:  June 1, 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

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