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13D Filing: Saba Capital and Clough Global Dividend & Income Fund (GLV)

Published on July 11, 2017 at 10:43 am by Insider Monkey Staff in Hedge Funds

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Page 3 of 22 – SEC Filing

This Amendment No. 3 (“Amendment
No. 3”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on January 6, 2017 (the “Original Schedule 13D,” as amended herein and through previous amendments, the “Schedule
13D”) with respect to the shares of common stock, no par value (the “Shares”), of Clough Global Dividend
and Income Fund (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No.
3 have the meanings set forth in the Original Schedule 13D and subsequent amendments. This Amendment No. 3 amends Items 3, 4, 5,
6 and 7 as set forth below.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

	Item 3 of the Schedule 13D is hereby amended and restated as follows:

	Funds for the purchase of the Shares were derived from the subscription proceeds from investors in SCMF, SCMF II, SCLMF, SCS, SCEF 1, SCEF 2 and Saba Closed-End Funds ETF, the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of $21,304,148 was paid to acquire the Shares reported herein.

Item 4.	PURPOSE OF TRANSACTION

	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On July 10, 2017, Saba Capital entered into a standstill agreement
(the “Standstill Agreement”) with the Issuer (together with the Reporting Persons, the “Standstill
Parties”) whereby the parties agreed, among other things, and subject to certain conditions, that the Board of Trustees
(the “Board”) of the Issuer will cause the Issuer to commence a tender offer to purchase for cash 32.5% of its
outstanding Shares at a price per Share equal to 98.5% of the Issuer’s net asset value, subject to certain terms and conditions
(the “Tender Offer”), with such Tender Offer to be completed not prior to November 5, 2017 and not later than
November 27, 2017. In addition, pursuant to the terms of the Standstill Agreement, the Issuer
will also commence a monthly managed distribution program beginning in August, 2017, and continuing through July, 2019 whereby
the Issuer will pay monthly distributions (subject to certain limitations) in an annualized amount of not less than 10% of the
Issuer’s average net asset value. In addition, Saba Capital agreed to withdraw its proposed nominees
to serve as trustees of the Issuer and agreed to tender 100% of its then-owned Shares of the Issuer in the Tender Offer.

The Standstill Parties also agreed to abide by
certain customary standstill provisions, such provisions to last until July 10, 2021 or such earlier time as such restrictions
terminate pursuant to their terms. In addition, the Reporting Persons have agreed to cause all Shares beneficially owned by them
to be present for quorum purposes and to be voted consistent with the recommendation of the Board, subject to certain conditions
based upon the completion of the Tender Offer.

The foregoing summary of the Standstill Agreement is qualified
in its entirety by reference to the full text of the Standstill Agreement,
the form of which is attached hereto as Exhibit 3 to this Schedule 13D and incorporated by reference herein.

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NYSEMKT:GLV Saba Capital SEC 13D Filing Clough Global Dividend & Income Fund (GLV)