Amended Statement of Beneficial Ownership (sc 13d/a)
July 16 2020 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(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. 1) 1
Western
Asset Inflation - Linked Securities & Income Fund
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
95766Q106
(CUSIP
Number)
Jodi
Hedberg, Chief Compliance Officer
Karpus
Management, Inc.
d/b/a
Karpus Investment Management
183
Sully’s Trail
Pittsford,
New York 14534
(585)
586-4680
Adam
W. 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)
July
14, 2020
(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).
CUSIP
No. 95766Q106
|
13D
|
Page
2 of 7 Pages
|
1.
|
|
NAME
OF REPORTING PERSON
Karpus
Investment Management
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS
WC
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
6,978,600
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
7,870,100
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,870,100
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.00%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IA
|
|
|
CUSIP
No. 95766Q106
|
13D
|
Page
3 of 7 Pages
|
1.
|
|
NAME
OF REPORTING PERSON
George
W. Karpus
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS
WC,
PF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
25,525
Shares *
|
|
8.
|
|
SHARED
VOTING POWER
163,600
Shares *
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
25,525
Shares *
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
163,600
Shares *
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,125
Shares *
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
*
See Items 2 and 5.
CUSIP
No. 95766Q106
|
13D
|
Page
4 of 7 Pages
|
The following constitutes
Amendment No. 1 to the Schedule 13D (as amended, the "Schedule 13D") filed by the udndersigned ("Amendment No.
1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
|
Item
2.
|
Identity
and Background.
|
Item
2 of the Schedule 13D is hereby amended and restated as follows:
a)
This statement is filed by:
(i)
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"); and
(ii)
George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner
of Shares held by The Karpus Family Foundation, Inc. and Karpus Investment Management Profit Sharing Plan Fund B- Conservative
Bond Fund (collectively, the "Karpus Entities").
Each
of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each
of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6, filed on April 13, 2020.
Accordingly, the Reporting Persons are hereby filing a joint filing.
Set
forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business,
occupation or employment and the name, principal business and address of any corporation or other organization in which such employment
is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise
set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or
is a party to any contract, agreement or understanding required to be disclosed herein.
(b)
The address of the principal office of each of the Reporting Persons is 183 Sully's Trail, Pittsford,
New York 14534.
(c)
The principal business of Karpus is serving as a registered investment adviser who provides investment
management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation
of Mr. Karpus is serving as the President and CEO of Karpus.
(d)
No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
No Reporting Person nor any person listed on Schedule A has, during the last five years,
been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Karpus is organized under the laws of the State of New York. Mr. Karpus is a citizen of the United States
of America.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Item
3 of the Schedule 13D is hereby amended and restated as follows:
Karpus,
an independent registered investment advisor, has accumulated 7,870,100 Shares on behalf of accounts that are managed by Karpus
(the “Accounts”) under limited powers of attorney, which represents 27.00% of the outstanding Shares. All funds that
have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from
such Accounts.
The
aggregate purchase price of the 7,870,100 Shares beneficially owned by Karpus Investment Management is approximately $90,372,680,
excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
The
aggregate purchase price of the 189,125 Shares held by Mr. Karpus and the Karpus Entities is approximately $2,167,394, excluding
brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
CUSIP
No. 95766Q106
|
13D
|
Page
5 of 7 Pages
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item
5 of Schedule 13D is hereby amended and restated as follows:
The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 29,152,820 Shares outstanding, which is the
total number of Shares outstanding as of March 25, 2020 as reported in the Issuer’s Schedule 14A Information on DEF-14A, filed with
the Securities and Exchange Commission on March 30, 2020.
|
A.
|
Karpus
Investment Management
|
|
(a)
|
As
of the close of business on July 14, 2020, Karpus Investment Management beneficially owned 7,870,100 Shares held in the Accounts.
|
Percentage:
27.00%
|
(b)
|
1. Sole power to vote or direct vote: 6,978,600
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition:
7,870,100
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The transactions in the Shares by Karpus Investment
Management over the last 60 days are set forth in Schedule B and incorporated herein by reference.
|
|
(a)
|
As of the close of business on July 14, 2020
, George W. Karpus beneficially owned 25,525 Shares. In addition, George W. Karpus may be deemed to beneficially own the 163,600
Shares held in the Karpus Entities.
|
Percentage:
Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 25,525
|
|
2. Shared power to vote or direct vote: 163,600
|
|
3. Sole power to dispose or direct the disposition:
25,525
|
|
4. Shared power to dispose or direct the disposition:
163,600
|
|
(c)
|
Neither
George W. Karpus nor the Karpus Entities have had any transactions in the Shares for
the past 60 days.
|
The
filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
CUSIP
No. 95766Q106
|
13D
|
Page
6 of 7 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
|
KARPUS
MANAGEMENT, INC.
|
|
|
Dated: July
16, 2020
|
By:
|
/s/ Jodi
Hedberg
|
|
|
Name: Jodi Hedberg
Title: Chief Compliance Officer
|
|
|
|
|
/s/ George
W. Karpus
|
|
GEORGE W. KARPUS
|
CUSIP
No. 95766Q106
|
13D
|
Page
7 of 7 Pages
|
SCHEDULE A
Executive Officers & Directors of
Karpus Management, Inc., d/b/a Karpus Investment Management
Name
|
Position & Present Principal Occupation
|
Business Address
|
Shares Owned
|
George W. Karpus
|
President, CEO, and Chairman of the Board
|
183 Sully’s Trail, Pittsford, New York 14534
|
See Above
|
Kathleen Finnerty Crane
|
Chief Financial Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
100 Shares
|
Dana R. Consler
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Thomas M. Duffy
|
Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Sharon L. Thornton
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Daniel L. Lippincott, CFA
|
Sr. Tax-Sensitive Manager and Director of Investment Personnel
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
SCHEDULE B
Transactions in the Shares over the last
60 days.
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS
INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
Purchase of Common Stock
|
785
|
$11.05
|
5/18/2020
|
Purchase of Common Stock
|
19,202
|
$11.08
|
5/19/2020
|
Purchase of Common Stock
|
23,900
|
$11.15
|
5/21/2020
|
Purchase of Common Stock
|
2,877
|
$11.15
|
5/22/2020
|
Purchase of Common Stock
|
36,243
|
$11.23
|
5/27/2020
|
Purchase of Common Stock
|
3,526
|
$11.42
|
6/1/2020
|
Sale of Common Stock
|
(500)
|
$11.61
|
6/5/2020
|
Purchase of Common Stock
|
9,772
|
$11.72
|
6/10/2020
|
Purchase of Common Stock
|
20,219
|
$11.68
|
6/11/2020
|
Purchase of Common Stock
|
3,400
|
$11.78
|
6/15/2020
|
Purchase of Common Stock
|
105
|
$11.75
|
6/16/2020
|
Purchase of Common Stock
|
15,584
|
$11.76
|
6/17/2020
|
Purchase of Common Stock
|
8,454
|
$11.76
|
6/18/2020
|
Sale of Common Stock
|
(5,711)
|
$11.77
|
6/19/2020
|
Purchase of Common Stock
|
1,280
|
$11.87
|
6/23/2020
|
Purchase of Common Stock
|
163,122
|
$11.90
|
6/25/2020
|
Purchase of Common Stock
|
19,914
|
$11.91
|
6/26/2020
|
Purchase of Common Stock
|
53,486
|
$11.81
|
6/29/2020
|
Purchase of Common Stock
|
2,587
|
$11.75
|
6/30/2020
|
Sale of Common Stock
|
(450)
|
$11.92
|
7/2/2020
|
Purchase of Common Stock
|
4,565
|
$11.89
|
7/6/2020
|
Purchase of Common Stock
|
1,605
|
$12.02
|
7/8/2020
|
Purchase of Common Stock
|
4,003
|
$11.97
|
7/9/2020
|
Purchase of Common Stock
|
12,517
|
$11.96
|
7/10/2020
|
Purchase of Common Stock
|
74,845
|
$12.04
|
7/14/2020
|
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