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13D Filing: Bulldog Investors and Emergent Capital Inc. (EMGC)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bulldog Investors 5,116,434 4,744,319 5,116,434 4,744,319 6.88%
Phillip Goldstein 5,116,434 4,744,319 5,116,434 4,744,319 6.88%
Andrew Dakos 5,116,434 4,744,319 5,116,434 4,744,319 6.88%
Steven Samuels 5,116,434 4,744,319 5,116,434 4,744,319 6.88%
Phillip Goldstein, Andrew Dakos And Steven Samuels
Phillip Goldstein, Andrew Dakos And Steven Samuels
Bulldog Investors

Page 1 of 1 – SEC Filing

SCHEDULE 13D/A

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/28/17

1. NAME OF REPORTING PERSON
Bulldog Investors, LLC

2. CHECK THE BOX IF 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) AND 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________

7. SOLE VOTING POWER
5,116,434

8. SHARED VOTING POWER
4,744,319

9. SOLE DISPOSITIVE POWER
5,116,434
_______________________________________________________

10. SHARED DISPOSITIVE POWER
4,744,319

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
9,860,753 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[X] See footnote 1
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.88%

14. TYPE OF REPORTING PERSON

IA

Footnote 1: Excludes (a) 1,600,000 shares of common stock of the issuer that
may be acquired upon the exercise of warrants that vest and become exercisable
as set forth therein and (b) 5,039,334 shares of common stock of the issuer
that may be acquired upon conversion of 5.00% convertible notes that become
convertible as set forth in the convertible note indenture. The reporting
persons disclaim beneficial ownership except to the extent of any pecuniary
interest therein.

_______________________________________________________

1. NAME OF REPORTING PERSON
Phillip Goldstein

2. CHECK THE BOX IF MEMBER OF A GROUP a[X]

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) AND 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
5,116,434

8. SHARED VOTING POWER
4,744,319

9. SOLE DISPOSITIVE POWER
5,116,434
_______________________________________________________

10. SHARED DISPOSITIVE POWER
4,744,319

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
9,860,753 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[X] See footnote 1
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.88%

14. TYPE OF REPORTING PERSON

IN

Footnote 1: Excludes (a) 1,600,000 shares of common stock of the issuer that
may be acquired upon the exercise of warrants that vest and become exercisable
as set forth therein and (b) 5,039,334 shares of common stock of the issuer
that may be acquired upon conversion of 5.00% convertible notes that become
convertible as set forth in the convertible note indenture. The reporting
persons disclaim beneficial ownership except to the extent of any pecuniary
interest therein.
______________________________________________________________

1. NAME OF REPORTING PERSON
Andrew Dakos

2. CHECK THE BOX IF MEMBER OF A GROUP a[X]

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) AND 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
5,116,434

8. SHARED VOTING POWER
4,744,319

9. SOLE DISPOSITIVE POWER
5,116,434
_______________________________________________________

10. SHARED DISPOSITIVE POWER
4,744,319

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
9,860,753 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[X] See footnote 1
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.88%

14. TYPE OF REPORTING PERSON

IN

Footnote 1: Excludes (a) 1,600,000 shares of common stock of the issuer that
may be acquired upon the exercise of warrants that vest and become exercisable
as set forth therein and (b) 5,039,334 shares of common stock of the issuer
that may be acquired upon conversion of 5.00% convertible notes that become
convertible as set forth in the convertible note indenture. The reporting
persons disclaim beneficial ownership except to the extent of any pecuniary
interest therein.

_____________________________________________________________

1. NAME OF REPORTING PERSON
Steven Samuels

2. CHECK THE BOX IF 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) AND 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
5,116,434

8. SHARED VOTING POWER
4,744,319

9. SOLE DISPOSITIVE POWER
5,116,434
_______________________________________________________

10. SHARED DISPOSITIVE POWER
4,744,319

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
9,860,753 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[X] See footnote 1
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.88%

14. TYPE OF REPORTING PERSON

IN

Footnote 1: Excludes (a) 1,600,000 shares of common stock of the issuer that
may be acquired upon the exercise of warrants that vest and become exercisable
as set forth therein and (b) 5,039,334 shares of common stock of the issuer
that may be acquired upon conversion of 5.00% convertible notes that become
convertible as set forth in the convertible note indenture. The reporting
persons disclaim beneficial ownership except to the extent of any pecuniary
interest therein.

_______________________________________________________

Item 1. SECURITY AND ISSUER

This statement constitutes Amendment #12 to the schedule 13d
filed March 8, 2012. Except as specifically set forth
herein, the Schedule 13d remains unmodified.

Item 4. PURPOSE OF TRANSACTION.
On July 28, 2017, Bulldog Investors, LLC entered into a Securities
Acquisition Agreement with PJC Investments, LLC (“PJC”) and Triax
Capital Advisors LLC, whereby PJC, pursuant to its authority under
certain Master Transaction Agreements by and among the Issuer, PJC
and consenting convertible note holders in connection with a
recapitalization of the Issuer (the “Recapitalization”), agreed
to designate certain affiliates of Bulldog Investors as investor
parties to certain operative agreements entered into to issue
securities and to effect such Recapitalization, and Bulldog
Investors agreed to cause such affiliates to purchase securities
of the Issuer upon the closing of the Recapitalization.

Accordingly, on July 28, 2017, the Recapitalization transaction
closed (the “Closing”) and the Issuer issued and sold shares of
common stock to certain investors, including the Securities to the
affiliates of Bulldog Investors as described herein. A copy of the
common stock purchase agreement was filed with the SEC on August 1,
2017 as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K and
is incorporated herein by reference.

Additionally, the Issuer issued to certain investors common stock
purchase warrants (the “Warrants”) to purchase shares of the Issuer’s
common stock at an exercise price of $0.20 per share. Certain
investment funds managed by Bulldog Investors acquired Warrants to
purchase 1,600,000 shares of the Issuer. The Warrants are subject to
certain vesting provisions before they become exercisable and the number
of shares issuable upon exercise of the Warrants is subject to
anti-dilution adjustment provisions. A copy of the form of Warrant was
filed with the SEC on August 1, 2017 as Exhibit 4.1 to the Issuer’s
Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to a registration rights agreement (the “Registration Rights
Agreement”) entered into as of the Closing, the Issuer is required to
prepare and file with the SEC a registration statement registering the
resale of, among other things, the shares of common stock of the Issuer
issued at the Closing, the shares of common stock into which the Warrants
may be exercised and shares of common stock into which the Issuer’s
convertible notes may be converted. A copy of the Registration Rights
Agreement was filed with the SEC on August 1, 2017 as Exhibit 10.3 to
the Issuer’s Current Report on Form 8-K and is incorporated herein by
reference.

For a more detailed discussion of the Recapitalization, see the Issuer’s
Current Report on Form 8-K filed with the SEC on August 1, 2017.

Other than as described in this Schedule 13D, the Reporting Persons do
not at the present time have any plan or proposal that relates to, or
may result in, any of the matters listed in Items 4(a)-(i) of Schedule
13D (although they reserve the right to develop such plans).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) There are 143,413,844 common shares outstanding as of July 28 2017.
The percentages set forth herein were derived using such number. Phillip
Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC,
a registered investment advisor. As of August 7, 2017, Bulldog Investors,
LLC is deemed to be the beneficial owner of 9,860,753 shares of EMGC
(representing 6.88% of EMGC’s outstanding shares) solely by virtue of
Bulldog Investors LLC’s power to direct the vote of, and dispose of,
these shares. These 9,860,753 shares of EMGC include 5,116,434 shares
(representing 3.57% of EMGC’s outstanding shares) that are beneficially
owned by Messrs. Dakos and Goldstein and the following entities over
which Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity
Partners LP, Calapasas West Partners, LP, Full Value Special Situations Fund,
LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP, and MCM
Opportunity Partners, LP (collectively, “Bulldog Investors Group of Funds”).
Messrs. Dakos and Goldstein and the Bulldog Investors Group of Funds may be
deemed to constitute a group. All other shares included in the aforementioned
9,860,753 shares of EMGC beneficially owned by Bulldog Investors, LLC (solely
by virtue of its power to sell or direct the vote of these shares) are also
beneficially owned by clients of Bulldog Investors, LLC who are not members
of any group. The total number of these “non-group” shares is 4,744,319
shares (representing 3.31% of EMGC’s outstanding shares).

(b) Bulldog Investors, LLC has sole power to dispose of and vote 5,116,434
shares. Bulldog Investors, LLC has shared power to dispose of and vote
4,744,319 shares. Certain of Bulldog Investors, LLC’s clients (none of whom
beneficially own more than 5% of EMGC’s shares) share this power with Bulldog
Investors, LLC. Messrs. Goldstein, Dakos and Samuels are control persons of
Bulldog Investors, LLC.

c) During the last 60 days shares of EMGC were purchased via a rights exercise:

Date Shares Price
7/28/17 5,322,872 $0.20

d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.

e) NA

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See response to Item 4

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Securities Acquisition Agreement, dated as of July 28, 2017,
by and among Bulldog Investors, LLC, PJC Investments, LLC, and
Triax Capital Advisors LLC (incorporated by reference to
Exhibit 10.22 to the Schedule 13D filed by PJC Investments, LLC
with the SEC on August 7, 2017).

Exhibit 99.2 Common Stock Purchase Agreement (incorporated by reference to
Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed
with the SEC on August 1, 2017).

Exhibit 99.3 Form of Warrant (incorporated by reference to Exhibit 4.1 of
the Issuer’s Current Report on Form 8-K filed with the SEC on
August 1, 2017).

Exhibit 99.4 Registration Rights Agreement (incorporated by reference to
Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed
with the SEC on August 1, 2017).

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 8/9/17

By: /S/ Phillip Goldstein
Name: Phillip Goldstein

By: /S/ Andrew Dakos
Name: Andrew Dakos

By: /S/ Steven Samuels
Name: Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

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