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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
ClearBridge MLP & Midstream Total Return Fund Inc
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
18469Q207
(CUSIP
Number)
April 3, 2020, December 31, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[__]
Rule
13d-1(b)
[X]
Rule
13d-1(c)
[__]
Rule
13d-1(d)
*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 the disclosures provided in a prior
cover page.
The
information required in 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).
SCHEDULE 13G
|
CUSIP No.
|
18469Q207
|
|
1
|
Names of Reporting Persons
Jim L.
Allen.
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||
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
(a) [
]
(b) [
]
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||
|
3
|
Sec Use Only
|
||
|
3
|
Sec Use Only
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4
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Citizenship or Place of Organization
United
States
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With:
|
5
|
Sole Voting Power
636,686*
|
|
|
6
|
Shared Voting Power
1,255*
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|
7
|
Sole Dispositive Power
636,686*
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|
8
|
Shared Dispositive Power
1,255*
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|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
637,941*
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||
|
10
|
Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
[
]
|
||
|
11
|
Percent of class represented by amount in row (9)
9.1%**
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|
12
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Type of Reporting Person (See Instructions)
IA
|
||
*This
information is as of September 7, 2022.
**This
percentage is calculated based on 7,001,744 shares of common stock
outstanding as of May 31, 2022, as disclosed in the issuer's Form
N-CSR filed on July 28, 2022.
Page 2
of 5
Item 1.
(a)
Name of Issuer:
ClearBridge MLP & Midstream Total
Return Fund Inc.
(b)
Address of Issuer's Principal
Executive Offices: 620 Eighth
Avenue, 47th floor, New York, NY, 10018.
Item 2.
(a)
Name of Person Filing:
Jim L. Allen.
(b)
Address of Principal Business
Office or, if None, Residence: 55 Emerald Mountain EXPY, Wetumpka, Alabama
36093.
(c)
Citizenship:
Mr. Allen is a citizen of the United
States.
(d)
Title and Class of
Securities: Common stock,
$0.001 Par Value (the "Common Stock").
(e)
CUSIP No.: 18469Q207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing
is
(a)
[__]
Broker
or dealer registered under Section 15 of the Act;
(b)
[__]
Bank
as defined in Section 3(a)(6) of the Act;
(c)
[__]
Insurance
company as defined in Section 3(a)(19) of the Act;
(d)
[__]
Investment
company registered under Section 8 of the Investment Company Act of
1940;
(e)
[__]
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f)
[__]
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g)
[__]
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h)
[__]
A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813
(i)
[__]
A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940;
Page 3
of 5
(j)
[__]
A non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k)
[__]
Group, in
accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Item 4. Ownership
In
addition to the information set forth in Rows (5) - (11) of the
cover page, the Reporting Person discloses the following ownership
of shares of common stock of the Issuer*:
As of
April 3, 2020:
(a)
Amount beneficially owned: 3,189,544 shares.
(b)
Percent of class: 8.3%*.
(c)
Number of shares as to which the person had:
(i)
Sole power to vote or to direct the vote 3,183,430
shares.
(ii)
Shared power to vote or to direct the vote 6,114
shares.
(iii)
Sole power to dispose or to direct the disposition of 3,183,430
shares.
(iv)
Shared power to dispose or to direct the disposition of 6,114
shares.
As of
December 31, 2020:
(a)
Amount beneficially owned: 637,941 shares.
(b)
Percent of class: 8.7%*.
(c)
Number of shares as to which the person had:
(i)
Sole power to vote or to direct the vote 636,686
shares.
(ii)
Shared power to vote or to direct the vote 1,255
shares.
(iii)
Sole power to dispose or to direct the disposition of 636,686
shares.
(iv)
Shared power to dispose or to direct the disposition of 1,255
shares.
*The
percentage for April 3, 2020 is based on 38,400,142 shares
outstanding on March 9, 2020, as disclosed in the Issuer’s
definitive proxy statement on Schedule 14A filed on April 16, 2020.
The percentage for December 31, 2020 is based on 7,370,335 shares
outstanding on November 30, 2020 as disclosed in Issuer’s
Form N-CSR filed on February 1, 2021.
Item
5.
Ownership
of Five Percent or Less of a Class. N/A
Item 6.
Ownership of more than Five Percent on Behalf
of Another Person. N/A
Item
7.
Identification
and classification of the subsidiary which acquired the security
being reported on by the parent holding company or control person.
N/A
Item
8.
Identification
and classification of members of the group. N/A
Item
9.
Notice
of Dissolution of Group. N/A
Page 4
of 5
Item
10.
Certifications.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
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:
September 7, 2022
_/s/ Jim L. Allen____________________
Jim L.
Allen
Page 5
of 5