Filing Details

Accession Number:
0001062993-23-022345
Form Type:
13D Filing
Publication Date:
2023-12-10 19:00:00
Filed By:
Saba Capital
Company:
Clearbridge Mlp & Midstream Fund Inc. (NYSE:CEM)
Filing Date:
2023-12-11
SEC Url:
13D Filing
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 2,189,802 0 2,189,802 2,189,802 16.47%
Boaz R. Weinstein 0 2,189,802 0 2,189,802 2,189,802 16.47%
Saba Capital Management GP 0 2,189,802 0 2,189,802 2,189,802 16.47%
Filing

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

ClearBridge MLP and Midstream Fund Inc
(Name of Issuer)

Common Shares, $0.001 par value
(Title of Class of Securities)

184692200
(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)

December 5, 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. [ ]

(Page 1 of 7 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).


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
          2,189,802
9 SOLE DISPOSITIVE POWER
          -0-
10 SHARED DISPOSITIVE POWER
          2,189,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
          2,189,802
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          16.47%
14 TYPE OF REPORTING PERSON
          PN; IA
       

The percentages used herein are calculated based upon 13,294,195 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23


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
          2,189,802
9 SOLE DISPOSITIVE POWER
          -0-
10 SHARED DISPOSITIVE POWER
          2,189,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
          2,189,802
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          16.47%
14 TYPE OF REPORTING PERSON
          IN
       

The percentages used herein are calculated based upon 13,294,195 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23


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
          2,189,802
9 SOLE DISPOSITIVE POWER
          -0-
10 SHARED DISPOSITIVE POWER
          2,189,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
          2,189,802
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          16.47%
14 TYPE OF REPORTING PERSON
          OO
       

The percentages used herein are calculated based upon 13,294,195 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23


Item 1. SECURITY AND ISSUER
   
  This Amendment No. 14 amends and supplements the statement on Schedule 13D filed with the SEC on 10/7/22, as amended by Amendment No. 1 filed 10/26/22, Amendment No. 2 filed 11/22/22, Amendment No. 3 filed 1/25/23, Amendment No. 4 filed 2/23/23, Amendment No. 5 filed 2/28/23, Amendment No. 6 filed 6/1/23, Amendment No. 7 filed 6/28/23, Amendment No. 8 filed 6/30/23, Amendment No. 9 filed 7/24/23, Amendment No. 10 filed 10/27/23, Amendment No. 11 filed 11/1/23, Amendment No. 12 filed 11/9/23, and Amendment No. 13 filed 12/5/23; with respect to the common shares of ClearBridge MLP and Midstream Fund Inc. This Amendment No. 14 amends Items 3, 4 and 5, 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 $74,832,970 was paid to acquire the Common Shares reported herein.
   

Item 4.

PURPOSE OF TRANSACTION
   
 

Item 4 is hereby amended and supplemented as follows: 

Previously, on June 29, 2023, Saba Capital Master Fund, Ltd. and Saba Capital Management, L.P. (the “Saba Parties”), filed the Complaint in the United States District Court’s Southern District of New York (the “Court”) against the Issuer, among others, seeking to invalidate as unlawful under the Investment Company Act of 1940, provisions in the Issuer’s (and others) governing documents purporting to strip voting rights with respect to a shareholder’s acquisition of shares constituting as little as 10% of the Issuer’s voting power (the “Vote Stripping Provisions”).

On December 5, the Court granted summary judgement to the Saba Parties and declared the Vote Stripping Provisions to be in violation of the Section 18(i) of the Investment Company Act and ordered rescission of the Vote Stripping Provisions.


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 13,294,195 shares of common stock outstanding as of 5/31/23, as disclosed in the company's N-CSRS filed 7/28/23
   
(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 12/5/23 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.


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:  December 11, 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
 

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 12/5/23.  All transactions were effectuated in the open market through a broker.

Trade Date Buy/Sell Shares Price

12/5/2023

Buy

22,986

38.63

12/6/2023 Buy 300 38.34