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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X

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^*

Corebridge Financial, Inc.

(Last)

(First)

(Middle)

2919 ALLEN PARKWAY, WOODSON TOWER

(Street)

HOUSTON

TX

77019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ClearBridge MLP & Midstream Fund Inc. [ CEM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2024

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)
Series J Mandatory Redeemable Preferred Stock	09/09/2024		J⁽¹⁾⁽²⁾		44	D	$0	0	I	Held through subsidiaries⁽³⁾
Series K Mandatory Redeemable Preferred Stock	09/09/2024		J⁽¹⁾⁽²⁾		82	D	$0	0	I	Held through subsidiaries⁽⁴⁾
3.46% Senior Secured Notes Series I due June 11, 2025	09/09/2024		J⁽¹⁾⁽²⁾		559,610.2	D	$0	$0	I	Held through subsidiaries⁽⁵⁾
3.56% Senior Secured Notes Series J due June 11, 2027	09/09/2024		J⁽¹⁾⁽²⁾		1,492,293.86	D	$0	$0	I	Held through subsidiaries⁽⁶⁾
3.76% Senior Secured Notes Series K due June 11, 2030	09/09/2024		J⁽¹⁾⁽²⁾		2,051,904.07	D	$0	$0	I	Held through subsidiaries⁽⁷⁾

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)

Explanation of Responses:

1. On September 9, 2024, pursuant to an Agreement and Plan of Merger, dated September 6, 2024, between ClearBridge Energy Midstream Opportunity Fund, Inc. ("EMO") and the Issuer, the Issuer merged with and into EMO (the "Merger").

2. As a result of the Merger, among other things, (1) EMO issued and delivered to holders of the Issuer's Mandatory Redeemable Preferred Stock ("MRPS") newly issued shares of EMO's MRPS with the same aggregate liquidation preference and other terms as the CEM MRPS that were issued and outstanding immediately prior to the Merger (other than voting rights, which correspond to every $35 of liquidation preference in the case of the newly issued MRPS), and the Issuer's MRPS ceased to be outstanding and were automatically canceled and (2) EMO expressly assumed the obligations of the Issuer under, among other things, the Issuer's outstanding Senior Secured Notes (the "Notes") and, at the request of a holder of the Issuer's outstanding Notes, EMO issued replacement Notes with the same aggregate principal amount outstanding and terms as the Issuer's Notes. Any of the Issuer's Notes for which replacement Notes were issued ceased to be outstanding and were automatically canceled.

3. Prior to the Merger, American General Life Insurance Company ("AGLIC") and The United States Life Insurance Company in the City of New York ("USL"), each an indirect wholly owned subsidiary of Corebridge Financial, Inc. ("CRBG"), directly held 1 share and 29 shares of the reported securities, respectively. Corebridge Institutional Investments, (U.S.), LLC ("CIIUS"), an indirect wholly owned subsidiary of CRBG, may have been deemed to have beneficial ownership of 14 shares of the reported securities held by a controlled subsidiary of American International Group, Inc. ("AIG"), pursuant to an investment management agreement. CRBG disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that CRBG was the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

4. Prior to the Merger, AGLIC directly held 56 shares of the reported securities. CIIUS may have been deemed to have beneficial ownership of 26 shares of the reported securities held by a controlled subsidiary of AIG, pursuant to an investment management agreement. CRBG disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that CRBG was the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

5. Prior to the Merger, AGLIC and The Variable Annuity Life Insurance Company, an indirect wholly owned subsidiary of CRBG, directly held $373,073.46 principal amount and $186,536.74 principal amount of the reported securities, respectively.

6. Prior to the Merger, AGLIC directly held $1,492,293.86 principal amount of the reported securities.

7. Prior to the Merger, AGLIC and USL directly held $1,380,371.82 principal amount and $671,532.25 principal amount of the reported securities, respectively.

Remarks:

Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

	/s/ Christine A. Nixon, Authorized Signatory of Corebridge Financial, Inc.	09/11/2024
	** 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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