Filing Details

Accession Number:
0001062993-23-019961
Form Type:
13D Filing
Publication Date:
2023-10-31 20:00:00
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Saba Capital Management 0 2,794,917 0 2,794,917 2,794,917 21.86%
Boaz R. Weinstein 0 2,794,917 0 2,794,917 2,794,917 21.86%
Saba Capital Management GP 0 2,794,917 0 2,794,917 2,794,917 21.86%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

ClearBridge Energy Midstream Opportunity Fund Inc

(Name of Issuer)

 

Common Shares, $0.001 par value

(Title of Class of Securities)

 

18469P209

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 30, 2023

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 8 Pages)

______________________________

* 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.  18469P209 SCHEDULE 13D/A Page 2 of 8 Pages

1
NAME OF REPORTING PERSON
Saba Capital Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
2,794,917
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
2,794,917
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,794,917
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.86%
14
TYPE OF REPORTING PERSON
PN; IA

The percentages used herein are calculated based upon 12,787,291 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23

CUSIP No.  18469P209 SCHEDULE 13D/A Page 3 of 8 Pages

1
NAME OF REPORTING PERSON
Boaz R. Weinstein
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
2,794,917
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
2,794,917
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,794,917
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.86%
14
TYPE OF REPORTING PERSON
IN

The percentages used herein are calculated based upon 12,787,291 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23

CUSIP No.  18469P209 SCHEDULE 13D/A Page 4 of 8 Pages

1
NAME OF REPORTING PERSON
Saba Capital Management GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
2,794,917
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
2,794,917
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,794,917
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.86%
14
TYPE OF REPORTING PERSON
OO

The percentages used herein are calculated based upon 12,787,291 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23

CUSIP No.  18469P209 SCHEDULE 13D/A Page 5 of 8 Pages

Item 1.

SECURITY AND ISSUER

 

 

 

This Amendment No. 12 amends and supplements the statement on Schedule 13D filed with the SEC on 9/26/22, as amended by Amendment No. 1 filed 10/14/22, Amendment No. 2 filed 10/26/22, Amendment No. 3 filed 11/9/22, Amendment No. 4 filed 12/14/22, Amendment No. 5 filed 1/30/23, Amendment No. 6 filed 5/23/23, Amendment No. 7 filed 6/1/23, Amendment No. 8 filed 6/30/23, Amendment No. 9 filed 8/22/23, Amendment No. 10 filed 9/25/23, and Amendment No. 11 filed 10/25/23; with respect to the common shares of ClearBridge Energy Midstream Opportunity Fund Inc.  This Amendment No. 12 amends Items 3, 4, 5, 6 and 7 as set forth below. 

   

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

 

 

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and 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 Common Shares reported herein. A total of approximately $83,731,251 was paid to acquire the Common Shares reported herein. 

   

Item 4.

PURPOSE OF TRANSACTION

   

 

Item 4 is hereby amended and supplemented as follows: 

On October 30, 2023, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate for election at the Issuer's 2024 annual meeting of shareholders (the "2024 Annual Meeting") (i) Karen Caldwell and Ketu Desai to serve as Class I directors on the Board and (ii) Paul Kazarian to serve as a successor to the Board's Class III holdover director (such nominees collectively, the "Nominees"). 


Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

 

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 12,787,291 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23


CUSIP No.  18469P209 SCHEDULE 13D/A Page 6 of 8 Pages

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

 

(c)

The transactions in the Common Shares effected since the Schedule 13D/A filing on 10/25/23 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

 

 

(d)

The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

 

 

(e)

Not applicable.

 

 

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

 

 

Item 6 is hereby amended and supplemented by the addition of the following: 

Each of the Nominees, except for Paul Kazarian, has entered into a nomination agreement (collectively, the "Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D/A whereby the Nominees agreed to become members of a slate of nominees and stand for election as trustees of the Issuer in connection with a proxy solicitation which may be conducted in respect of the 2024 Annual Meeting and whereby, Saba Capital has agreed to advance an amount not to exceed $5,000 to cover the reimbursement of fees the nominees may incur in connection with their nominations and defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.

 

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit 2: Form of Nominee Agreement

CUSIP No.  18469P209 SCHEDULE 13D/A Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  November 1, 2023


  SABA CAPITAL MANAGEMENT, L.P.

  By:  /s/ Michael D'Angelo

 

Name: Michael D'Angelo

Title: Chief Compliance Officer

 

 

 

 

 

SABA CAPITAL MANAGEMENT GP, LLC 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Authorized Signatory

 

 

 

 

 

BOAZ R. WEINSTEIN 

By:  /s/ Michael D'Angelo

 

Name: Michael D'Angelo

 

Title: Attorney-in-fact*

 

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 

 

CUSIP No.  18469P209 SCHEDULE 13D/A Page 8 of 8 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Schedule 13D/A on 10/25/23.  All transactions were effectuated in the open market through a broker. 

Trade Date

Buy/Sell

Shares

Price

10/26/2023

Buy

    2,648

          31.54

10/27/2023

Buy

    7,732

          31.13

10/30/2023

Buy

      45,964

          30.94

10/31/2023

Buy

      77,446

          31.33