Filing Details

SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 5/26/20 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 8,420 8. SHARED VOTING POWER 199,794 9. SOLE DISPOSITIVE POWER 8,420 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 199,794 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 208,214 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.46% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 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 8,420 8. SHARED VOTING POWER 301,495 9. SOLE DISPOSITIVE POWER 8,420 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 301,495 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 309,915 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.64% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 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 8,420 8. SHARED VOTING POWER 301,495 9. SOLE DISPOSITIVE POWER 8,420 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 301,495 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 309,915 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.64% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Western Asset Variable Rate Strat Fund ("GFY" or the "Issuer"). The principal executive offices of GFY are located at 620 Eigth Ave 49th FL New York, NY 10019 Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware Limited Liability Company), Phillip Goldstein, and Andrew Dakos. (b) The business address of the reporting persons is Park 80 West-Plaza Two, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663. (c) Bulldog Investors,LLC is a registered investment adviser. Messrs. Goldstein and Dakos are members of Bulldog Investors,LLC. (d) n/a (e) n/a (f) Each of Messrs. Goldstein and Dakos is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of Mr. Goldstein and clients of Bulldog Investors,LLC. ITEM 4. PURPOSE OF TRANSACTION See exhibit B - Letter to GFY shareholders. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSRS filed on May 26, 2020, there were 4,668,407 shares of common stock outstanding as of March 31, 2020. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLC, a registered investment advisor. As of May 26, 2020 Bulldog Investors, LLC is deemed to be the beneficial owner of 208,214 shares of GFY (representing 4.46% of GFY's outstanding shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of,and dispose of, these shares. These 208,214 shares of GFY include 8,420 shares (representing 0.18% of GFY's outstanding shares) that are beneficially owned by Mr. Goldstein. All other shares included in the aforementioned 208,214 shares of GFY 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 199,794 shares (representing 4.28% of GFY's outstanding shares). As of May 26, 2020, each of Messrs. Goldstein and Dakos is deemed to be the beneficial owner of 309,915 shares of GFY (representing 6.64% of GFY's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares. (b)Bulldog Investors,LLC has sole power to dispose of and vote 8,420 shares. Bulldog Investors, LLC has shared power to dispose of and vote 199,794 shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more than 5% of GFY's shares) share this power with Bulldog Investors, LLC. Messrs.Goldstein and Dakos are members of Bulldog Investors, LLC. c) During the past 60 days the following shares of GFY were traded. Date Shares Price 5/26/2020 1,329 14.8200 5/22/2020 3,000 14.6500 5/14'/2020 2,132 14.5700 5/14/2020 206 14.5800 5/13/2020 627 14.6000 5/12/2020 95 14.6800 5/8/2020 42,701 14.7500 5/7/2020 180 14.7942 5/6/2020 9,100 14.8381 5/6/2020 10,000 14.8000 5/5/2020 725 14.7500 4/30/2020 1,430 14.8500 4/29/2020 14,970 14.8620 4/27/2020 436 14.7600 4/24/2020 40 14.7600 4/20/2020 6,297 14.9697 4/20/2020 2,025 14.9791 4/3/2020 6,800 13.7501 4/2/2020 700 13.8123 4/1/2020 17,307 13.7093 3/31/2020 12,260 13.4399 3/26/2020 2,306 12.7924 04/09/2020 (4,200) 14.9983 d) Clients of Bulldog Investors, LLC and an account managed by Messrs. Goldstein and Dakos are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A & B 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: 5/27/20 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Bulldog Investors, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit A: Agreement to Make Joint Filing Agreement made as of the 27st day of May, 2020, by and among Bulldog Investors, LLC, Phillip Goldstein and Andrew Dakos. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of Western Asset Variable Rate Strat Fund (GFY), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of GFY; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By:/s/ Phillip Goldstein By:/s/ Andrew Dakos Phillip Goldstein Andrew Dakos BULLDOG INVESTORS, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Exhibit B: Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 (201) 881-7111 // Fax: (201) 556-0097 // pgoldstein@bulldoginvestors.com May 26, 2020 Dear Stockholder of Western Asset Variable Rate Strategic Fund Inc. (GFY): As you know, Legg Mason, the investment manager of GFY, has agreed to be acquired by Franklin Resources for $50 per share, 23% higher than the price at which its stock closed the day before the deal was announced. You can be sure Legg Mason negotiated to get the highest price for its own stockholders. MEANWHILE, THE SHARES OF GFY HAVE LONG TRADED AT A DISCOUNT TO THEIR NET ASSET VALUE (NAV). We think it is only fair that the shareholders of GFY, like the shareholders of Legg Mason, should also have an opportunity to sell their shares at a price above the market price, i.e., at NAV. That is why we urge you to vote AGAINST the new management agreements with Legg Mason and its subsidiary, Western Asset Management. A vote AGAINST the new agreements would send a message to the Board of Directors of GFY that shareholders like us are not human chattel and that we also want an opportunity to realize a price at or close to NAV for our shares, e.g., by converting GFY to an open-end fund or liquidating it. IF YOU DON'T HAVE YOUR PROXY OR HAVE ANY QUESTIONS ABOUT HOW TO VOTE IT, PLEASE CALL INVESTORCOM AT 1-877-972-0090. Very truly yours, /s/ Phillip Goldstein Phillip Goldstein Managing Member Bulldog Investors, LLC a