Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Herzfeld Erik Mervin

(Last)

(First)

(Middle)

THE HERZFELD CARIBBEAN BASIN FUND INC.

119 WASHINGTON AVE. SUITE 504

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HERZFELD CARIBBEAN BASIN FUND INC [ CUBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	12/18/2023⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		X		114,035	A	$2.31	453,544	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Oversubscription Privilege (contingent right to buy)⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	$2.31	12/18/2023⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		X			114,035	11/03/2023	12/13/2023⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	114,035	$0	0	D

Explanation of Responses:

1. The Herzfeld Caribbean Basin Fund, Inc. (the "Fund") recently completed a pro rata offering (the "Rights Offering") of non-transferable subscription rights ("Rights") to its common stockholders of record as of the close of business on November 3, 2023 (the "Record Date Stockholder") entitling the holders of such Rights to purchase additional shares of common stock of the Fund (the "Common Stock"). Record Date Stockholders received one Right for each outstanding whole share of Common Stock held on the record date. The Rights entitled their holders to purchase one new share of Common Stock for every one Right held at a discount to the market price of the Common Stock. The subscription price per share of Common Stock was $2.31 (the "basic subscription privilege").

2. Record Date Stockholders who fully exercised their Rights were entitled to subscribe, subject to certain limitations and subject to allotment, for additional shares of Common Stock which were not subscribed for (the "Over-Subscription Privilege"). With respect to Common Stock owned by the reporting person in his role as portfolio manager of investment advisory accounts of the clients of Thomas J. Herzfeld Advisors, Inc., a registered investment adviser for which the reporting person has dispositive and/or voting power, the reporting person fully exercised all Rights received and subscribed for additional shares of Common Stock pursuant to the Over-Subscription Privilege, subject to the pro rata allocation of available shares of Common Stock. Fractional shares of Common Stock were not issued. The subscription period commenced on the record date and expired on December 13, 2023.

3. Following the conclusion of the Rights Offering, the shares of Common Stock that were not subscribed for by the holders of Rights in the basic subscription privilege were allocated pro rata among Rights holders that exercised their Over-Subscription Privilege based on the number of shares of Common Stock each of those Rights holders owned on the record date and subject to the amount of shares of Common Stock such holder subscribed for. The reporting person purchased 119,428 shares of Common Stock from the exercise of his rights in the basic subscription privilege (previously reported in a Form 4 filed on December 15, 2023), plus an additional 114,035 shares of Common Stock pursuant to the Over-Subscription Privilege associated with the reporting person's subscription rights on the basis of the Fund's allocation of shares of Common Stock after the close of the subscription period.

4. On December 18, 2023, the third-party subscription agent for the Rights Offering determined the allocations to be made to the Record Date Stockholders who exercised their Over-Subscription Privilege. The Common Stock subscribed for will be issued after receipt of all stockholder payments.

	/s/ Erik M. Herzfeld	12/20/2023
	** Signature of Reporting Person	Date
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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