Amended Statement of Beneficial Ownership (sc 13d/a)
March 31 2021 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Tortoise Energy Independence Fund, Inc.
(Name
of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
89148K200
(CUSIP Number)
Aristides Capital LLC
25 S. Huron St., Suite 2A
Toledo, Ohio 43604
Attention: Christopher M. Brown
(419) 708-9773
With copies to
Adam Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 29, 2021
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on 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).
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1
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NAME OF REPORTING PERSON
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ARISTIDES CAPITAL LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE, USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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304,131
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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304,131
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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304,131
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.5%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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CHRISTOPHER M. BROWN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
|
|
SOLE VOTING POWER
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|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
304,131
|
|
|
OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
|
EACH
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|
|
|
|
|
|
REPORTING
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|
- 0 -
|
|
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PERSON WITH
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304,131
|
|
|
|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
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|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
|
|
|
|
|
|
|
|
|
304,131
|
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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|
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.5%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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ARISTIDES FUND LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE, USA
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NUMBER OF
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7
|
|
SOLE VOTING POWER
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|
|
SHARES
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|
|
|
|
|
|
BENEFICIALLY
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|
|
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184,000
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,000
|
|
|
|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
184,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
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|
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|
|
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.0%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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ARISTIDES FUND QP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
|
|
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|
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(b) ☒
|
|
|
|
|
|
|
|
|
|
3
|
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SEC USE ONLY
|
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|
|
|
|
|
|
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4
|
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SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
WC
|
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|
|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
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|
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DELAWARE, USA
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NUMBER OF
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7
|
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SOLE VOTING POWER
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|
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SHARES
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|
|
|
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|
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BENEFICIALLY
|
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120,131
|
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OWNED BY
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8
|
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SHARED VOTING POWER
|
|
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EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
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120,131
|
|
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10
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
120,131
|
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.5%
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14
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TYPE OF REPORTING PERSON
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PN
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The following constitutes
Amendment No. 2 to the Schedule 13D by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction.
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Item
4 is hereby amended to add the following:
On
March 29, 2021, the Reporting Persons filed a preliminary proxy statement with the Securities and Exchange Commission seeking to
oppose the Issuer’s proposal to approve the proposed merger (the “Merger”) between the Issuer and Tortoise Pipeline
& Energy Fund, Inc. (“TTP”) at the Issuer’s Special Meeting of Stockholders scheduled to be held on April
7, 2021 (the “Special Meeting”).
The
Reporting Persons believe the Merger is ill-advised and not in the best interests of the Issuer’s stockholders. In the Reporting
Persons’ view, the Issuer’s NAV discount reflects the market’s accurate view of management’s poor track
record and its discounting of the Issuer’s expected future underperformance. Additionally, the Reporting Persons believe
that the Issuer’s current management is incapable of closing this gap by changing its investment strategy. The Reporting
Persons believe that the best way to close the discount to NAV and recover maximum value for stockholders is for the Issuer to
liquidate its assets and return the entirety of its capital to stockholders.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with respect to securities of the Issuer.
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Item
6 is hereby amended and supplemented as follows:
On
March 31, 2021, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a)
the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities
of the Issuer, (b) the Reporting Persons agreed to solicit proxies to oppose the Issuer’s proposal to approve the Merger
of the Issuer with and into TTP at the Special Meeting (the “Solicitation”), and (c) Aristides Capital agreed to bear
all expenses incurred in connection with the Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is
hereby amended to add the following exhibit.
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99.1
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Joint Filing and Solicitation Agreement as required by Rule 13d-1(k)(1) under the Act.
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SIGNATURE
After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: March 31, 2021
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Christopher M. Brown
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Aristides Capital LLC
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Aristides Fund LP
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Aristides Fund QP, LP
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/s/ Christopher M. Brown
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Christopher M. Brown, for himself and as the Managing Member of the General Partner (for itself and on behalf of each of the Funds)
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