Sec Form 4 Filing - Bulldog Investors General Partnership @ Virtus Total Return Fund - 2017-03-22

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Bulldog Investors General Partnership
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 - PLAZA TWO, 250 PEHLE AVE., STE 708
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2017
(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 ) 03/22/2017 S 2,636,634 D $ 4.8707 1,553,860 D ( 3 )
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
Bulldog Investors General Partnership
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., STE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
GOLDSTEIN PHILLIP
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
Opportunity Income Plus LP
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
MCM Opportunity Partners LP
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
FULL VALUE PARTNERS LP
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., SUITE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
Calapasas West Partners LP
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE., 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
MERCURY PARTNERS L P
5650 EL CAMINO REAL
SUITE 155
CARLSBAD, CA92008
X See Explanation of Responses
STEADY GAIN PARTNERS LP
10 WENWOOD DRIVE
BROOKVILLE, NY11545
X See Explanation of Responses
Full Value Special Situations Fund LP
PARK 80 WEST
250 PEHLE AVE., STE 708
SADDLE BROOK, NJ07663
X See Explanation of Responses
Signatures
/s/ Phillip Goldstein on behalf of Full Value Partners, LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Opportunity Income Plus, LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Mercury Partners, LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Full Value Special Situations Fund, LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of MCM Opportunities Partners LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Calapasas West Partners LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Opportunity Partners LP 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Bulldog Investors General Partnership 03/27/2017
** Signature of Reporting Person Date
/s/ Phillip Goldstein on behalf of Steady Gain Partners, LP 03/27/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Bulldog Investors General Partnership, Opportunity Partners, LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Partners, LP, Steady Gain Partners, LP, Mercury Partners, LP, MCM Opportunity Partners, LP, Opportunity Income Plus Fund, LP, and Phillip Goldstein (collectively, the "Reporting Persons").
( 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 March 23, 2017. 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. Shares were tendered by the Reporting Persons in connection with the Issuer tender offer that commenced February 15, 2017 and expired March 15, 2017.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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