Sec Form 13D Filing - Saba Capital Management L.P. filing for ClearBridge Energy Midstream Opportunity Fund Inc. (EMO) - 2023-11-01

Item 1.

SECURITY AND ISSUER

This Amendment No. 12 amends and supplements the statement on Schedule 13D filed with the SEC on 9/26/22, as amended by Amendment No. 1 filed 10/14/22, Amendment No. 2 filed 10/26/22, Amendment No. 3 filed 11/9/22, Amendment No. 4 filed 12/14/22, Amendment No. 5 filed 1/30/23, Amendment No. 6 filed 5/23/23, Amendment No. 7 filed 6/1/23, Amendment No. 8 filed 6/30/23, Amendment No. 9 filed 8/22/23, Amendment No. 10 filed 9/25/23, and Amendment No. 11 filed 10/25/23; with respect to the common shares of ClearBridge Energy Midstream Opportunity Fund Inc.  This Amendment No. 12 amends Items 3, 4, 5, 6 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 $83,731,251 was paid to acquire the Common Shares reported herein. 

Item 4.

PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented as follows: 

On October 30, 2023, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate for election at the Issuer's 2024 annual meeting of shareholders (the "2024 Annual Meeting") (i) Karen Caldwell and Ketu Desai to serve as Class I directors on the Board and (ii) Paul Kazarian to serve as a successor to the Board's Class III holdover director (such nominees collectively, the "Nominees"). 

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 12,787,291 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23

(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 since the Schedule 13D/A filing on 10/25/23 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.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented by the addition of the following: 

Each of the Nominees, except for Paul Kazarian, has entered into a nomination agreement (collectively, the "Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D/A whereby the Nominees agreed to become members of a slate of nominees and stand for election as trustees of the Issuer in connection with a proxy solicitation which may be conducted in respect of the 2024 Annual Meeting and whereby, Saba Capital has agreed to advance an amount not to exceed $5,000 to cover the reimbursement of fees the nominees may incur in connection with their nominations and defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.

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 

Trade Date

Buy/Sell

Shares

Price

10/26/2023

Buy

    2,648

          31.54

10/27/2023

Buy

    7,732

          31.13

10/30/2023

Buy

      45,964

          30.94

10/31/2023

Buy

      77,446

          31.33