Sec Form 4 Filing - Full Value Special Situations Fund LP @ Virtus Total Return Fund - 2016-07-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Full Value Special Situations Fund LP
2. Issuer Name and Ticker or Trading Symbol
Virtus Total Return Fund [ DCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
PARK 80 WEST, 250 PEHLE AVE., STE 708
3. Date of Earliest Transaction (MM/DD/YY)
07/20/2016
(Street)
SADDLE BROOK, NJ07663
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) ( 2 ) ( 3 ) 78,762 D ( 4 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 300,035 D ( 5 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 81,994 D ( 6 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 820,600 D ( 7 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 578,590 D ( 8 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 368,316 D ( 9 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 07/20/2016 P 17,070 A $ 4.6043 192,888 D ( 10 )
Common Stock ( 1 ) ( 2 ) ( 3 ) 140,885 D ( 11 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Full Value Special Situations Fund LP
PARK 80 WEST
250 PEHLE AVE., STE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
FULL VALUE PARTNERS LP
PARK 80 WEST
250 PEHLE AVE. SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
STEADY GAIN PARTNERS LP
10 WENWOOD DRIVE
BROOKVILLE, NY11545
X See Explanation of Responses
MERCURY PARTNERS L P
5650 EL CAMINO REAL
SUITE 155
CARLSBAD, CA92008
X See Explanation of Responses
MCM Opportunity Partners LP
PARK 80 WEST
250 PEHLE AVE., STE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
Calapasas West Partners LP
PARK 80 WEST, 250 PEHLE AVE., STE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
Bulldog Investors General Partnership
PARK 80 WEST, 250 PEHLE AVENUE
SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
OPPORTUNITY PARTNERS LP
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
Signatures
/s/ Phillip Goldstein - Manager of the General Partner - Opportunity Partners, LP 07/22/2016
Signature of Reporting Person Date
/s/ Stephanie Darling, as attorney-in-fact for Barry Swidler - Managing Member of the General Partner - Steady Gain Partners, LP 07/22/2016
Signature of Reporting Person Date
/s/ Stephanie Darling, as attorney-in-fact for Glenn Goodstein - Member of the General Partner - Mercury Partners, LP 07/22/2016
Signature of Reporting Person Date
/s/ Phillip Goldstein - Manager of the Managing General Partner - Bulldog Investors General Partnership 07/22/2016
Signature of Reporting Person Date
/s/ Phillip Goldstein - Manager of the General Partner - MCM Opportunity Partners, LP 07/22/2016
Signature of Reporting Person Date
/s/ Phillip Goldstein - Manager of the General Partner - Full Value Special Situations Fund, LP 07/22/2016
Signature of Reporting Person Date
/s/ Phillip Goldstein - Manager of the General Partner - Full Value Partners, LP 07/22/2016
Signature of Reporting Person Date
/s/ Phillip Goldstein - Manager of the General Partner - Calapasas West Partners, LP 07/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Opportunity Partners, LP, Calapasas West Partners, LP, Full Va lue Special Situations Fund, LP, Full Value Partners, LP, Steady Gain Partners, LP, Mercury Partners, LP, Bulldog Investors General Partnership, MCM Opportunity Partners, LP, Full Value Offshore Fund, Ltd., Opportunity Income Plus Fund, LP, and Phillip Goldstein (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two related reports related to the same transaction(s) for the Section 13(d) group being filed with the Securities and Exchange Commission.
( 2 )Each Reporting Person is a member of a Section 13(d) group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock, as disclosed in an amended Schedule 13D, filed on behalf of the Reporting Persons and certain other beneficial owners of the Issuer's stock on May 23, 2016. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
( 3 )Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 4 )Shares of Common Stock beneficially owned by Opportunity Partners, LP.
( 5 )Shares of Common Stock beneficially owned by Calapasas West Partners, LP.
( 6 )Shares of Common Stock beneficially owned by Full Value Special Situations Fund, LP.
( 7 )Shares of Common Stock beneficially owned by Full Value Partners, LP.
( 8 )Shares of Common Stock beneficially owned by Steady Gain Partners, LP.
( 9 )Shares of Common Stock beneficially owned by Mercury Partners, LP.
( 10 )Shares of Common Stock beneficially owned by Bulldog Investors General Partnership. The general partners of Bulldog Investors General Partnership include Opportunity Partners, LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Partners, LP, Steady Gain Partners, LP, Mercury Partners, LP and MCM Opportunity Partners. Each such general partner disclaims beneficial ownership in such shares except to the extent of its pecuniary interest therein.
( 11 )Shares of Common Stock beneficially owned by MCM Opportunity Partners, LP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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