BFZ BlackRock California Muni Income Trust

---

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

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

(Name of Issuer)

 

Common Shares, $0.001 par value

(Title of Class of Securities)

 

09248E102

(CUSIP Number)

February 16, 2024

(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 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        5,094,028
	9	SOLE DISPOSITIVE POWER        -0-
	10	SHARED DISPOSITIVE POWER        5,094,028
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON        5,094,028
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        16.83%
14	TYPE OF REPORTING PERSON        PN; IA

The percentages used herein are calculated based upon 30,274,181 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23

---

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        5,094,028
	9	SOLE DISPOSITIVE POWER        -0-
	10	SHARED DISPOSITIVE POWER        5,094,028
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON        5,094,028
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        16.83%
14	TYPE OF REPORTING PERSON        IN

The percentages used herein are calculated based upon 30,274,181 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23

---

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        5,094,028
	9	SOLE DISPOSITIVE POWER        -0-
	10	SHARED DISPOSITIVE POWER        5,094,028
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON        5,094,028
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        16.83%
14	TYPE OF REPORTING PERSON        OO

The percentages used herein are calculated based upon 30,274,181 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23

---

Item 1.	SECURITY AND ISSUER
	This Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the SEC on 3/6/23, as Amended by Amendment No. 1 filed 3/24/23, Amendment No. 2 filed 4/10/23, Amendment No. 3 filed 5/8/23, Amendment No. 4 filed 9/29/23 and Amendment No. 5 filed 11/9/23; with respect to the common shares of Blackrock California Municipal Income Trust. This Amendment No. 6 amends Items 3, 4, 5 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 $56,228,969 was paid to acquire the Common Shares reported herein.
Item 4.	PURPOSE OF TRANSACTION
	Item 4 is hereby amended and supplemented as follows: On February 16, 2024, 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 two independent director candidates – Ilya Gurevich and Shavar Jeffries (the “Nominees”) - for election to the Board at the Issuer’s 2024 annual meeting of shareholders (the “Annual Meeting”), as well as a proposal for presentation to the Issuer’s shareholders at the 2024 Annual Meeting, to terminate the investment management agreement between the Issuer and BlackRock Advisors, LLC. (the “Management Agreement”) and all other advisory agreements between the Issuer and the Manager. Each of the Nominees has entered into a nomination agreement (collectively, the “Nominee Agreement”) with Saba Capital substantially in the form attached as Exhibit 3 to this Schedule 13D/A, whereby such Nominees agreed to become members of a slate of nominees and stand for election as directors of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting, and Saba Capital agreed to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by such 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 3 and is incorporated by reference herein.

---

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 30,274,181 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23
(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)	No transactions effected in the Common Shares in the last sixty days by the Reporting Persons.
(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 7.	MATERIAL TO BE FILED AS EXHIBITS
Exhibit 3:	Form of Nominee Agreement

---

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:  February 20, 2024

	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

---

---

EXHIBIT 3

Form of Nominee Agreement

Saba Capital Management, L.P.

405 Lexington Avenue, 58th Floor

New York, NY 10174

[Date]

Private & Confidential

[Mr./Ms. Nominee]

[Address Line 1]

[Address Line 2]

Dear [Mr./Ms. Nominee]:

This will confirm our understanding as follows:

You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of an affiliate of Saba Capital Management, L.P. (the "Nominating Party"), to stand for election as a trustee or director, as applicable, of any of (i) BlackRock Capital Allocation Term Trust; (ii) BlackRock ESG Capital Allocation Term Trust; (iii) BlackRock California Municipal Income Trust; (iv) BlackRock Innovation and Growth Term Trust; (v) BlackRock Health Sciences Term Trust; (vi) BlackRock Science and Technology Term Trust; (vii) BlackRock MuniYield Pennsylvania Quality Fund; (viii) BlackRock MuniHoldings New York Quality Fund, Inc.; (ix) BlackRock New York Municipal Income Trust; and (x) BlackRock MuniYield New York Quality Fund, Inc. (collectively, the "Funds"), in connection with any proxy solicitations (the "Proxy Solicitations") to be conducted by the undersigned and certain other parties in respect of the 2024 annual meeting of shareholders of the Funds expected to be held on or about July 2024 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meetings") or appointment or election by other means.  You further agree to serve as a trustee or director, as applicable, of any of the Funds if so elected or appointed.  The undersigned agrees to pay all of the costs arising from the Proxy Solicitations (the "Proxy Related Costs").  For the avoidance of doubt, the undersigned shall not be obligated to pay any costs in connection with your role as a trustee or director, as applicable, of any of the Funds.

You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected or appointed, as a trustee or director, as applicable, of any of the Funds if such nominee later changes [his/her] mind and determines not to serve on the Slate or, if elected or appointed, as a trustee or director, as applicable, of any of the Funds.  Accordingly, the undersigned is relying upon your agreement to serve on the Slate and, if elected or appointed, as a trustee or director, as applicable, of any of the Funds.  In that regard, you will be supplied with a questionnaire (the "Questionnaire") in which you will provide the undersigned with information necessary for the Nominating Party to use in creating the proxy solicitation materials to be sent to shareholders of the Funds and filed with the Securities and Exchange Commission in connection with the Proxy Solicitations. 

---

You agree that (i) you will promptly complete and sign the Questionnaire, and return a copy either to the person indicated in the Questionnaire or the individual who sends you the Questionnaire; (ii) your responses in the Questionnaire will be true, complete, and correct in all respects; and (iii) you will provide any additional information as may be reasonably requested by the undersigned.  In addition, you agree that, concurrently with your execution of this letter, you will execute and return to the person indicated in the Questionnaire the attached instrument confirming that you consent to being nominated for election as a trustee or director, as applicable, of any of the Funds and, if elected or appointed, consent to serving as a trustee or director, as applicable, of any of the Funds. Upon being notified that we have chosen you, we may forward your consent and your completed Questionnaire (or summary thereof) to the Funds, and we may at any time, in our discretion, disclose such information, as well as the existence and contents of this letter.  Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you, and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith. You agree that the undersigned may use your name in any statement, filing, or other communication to the extent required by law or that is in accordance with applicable law and is reasonably required in connection with the Proxy Solicitations (including, without limitation, in its notice of nominations to the Funds, its proxy statement, and its proxy card in connection with the Proxy Solicitations). 

You further agree that you will neither agree to serve nor agree to be nominated to stand for election by the Funds or any other shareholder of the Funds (other than the undersigned), as a trustee or director, as applicable, of any of the Funds without the prior approval of the undersigned.

In consideration of your agreement to serve on the Slate, in addition to the Proxy Related Costs, the undersigned, solely on behalf of the private funds and accounts that hold shares of the Funds (excluding, for the avoidance of doubt, any registered investment company advised by the Nominating Party), agree (severally but not jointly) that the undersigned will defend, indemnify, and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses, and disbursements (including, without limitation, attorneys' fees, costs, expenses, and disbursements) ("Losses") incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit, or proceeding, and any appeal thereof, (i) relating, solely, to your role as a nominee for trustee or director, as applicable, of any of the Funds on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitations.  For the avoidance of doubt, the undersigned, solely on behalf of the funds and accounts that hold the Funds, shall not be obligated to indemnify, defend, or hold you harmless from and against any Losses based upon, relating to, arising from, or in connection with your service as a trustee or director, as applicable, of any of the Funds.  Your right of indemnification hereunder shall continue after the Annual Meetings have taken place but only for events that occurred prior to the Annual Meetings and subsequent to the date hereof that are based upon, relating to, arising from, or in connection with the Proxy Solicitations.  Anything to the contrary herein notwithstanding, the undersigned is not indemnifying you for any actions taken by you or on your behalf that occur (i) from the time you were first contacted by the undersigned up to and before the date hereof; (ii) subsequent to the conclusion of the Proxy Solicitations or such earlier time as you are no longer a nominee on the Slate; or (iii) while a trustee or director, as applicable, of any of the Funds, if you are elected or appointed. The indemnification to which you are entitled shall be reduced to the extent, if any, that the claim for indemnification is impacted by you (i) having been found by a court to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitations, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed either to be in or not opposed to the best interests of electing the Slate; (ii) having acted in a manner that constitutes gross negligence, bad faith, fraud, willful misconduct, intentional and material violations of law, criminal actions, or breach of the terms of this letter agreement; or (iii) having provided false or misleading information, or omitted material information, either in the Questionnaire or otherwise in connection with the Proxy Solicitations.  You shall promptly notify the undersigned in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims.  In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense of such claim with counsel chosen by the undersigned.  The undersigned shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent.  The undersigned may not enter into any settlement of any claim without your consent unless such settlement includes (i) no admission of liability or guilt by you and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim. 

---

Each of us recognizes that, should you be elected or appointed to the board of trustees or directors, as applicable, of any of the Funds, all of your activities and decisions as a trustee or director, as applicable, will be governed by applicable law and subject to your fiduciary duties, as applicable, to the applicable Funds and to the shareholders of the applicable Funds and, as a result, that there is, and can be, no agreement between you and the undersigned that governs the decisions which you will make as a trustee or director, as applicable, of any of the Funds.

This letter agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the last to occur of the 2024 annual meeting of shareholders (regardless of the outcome) for the Funds; (ii) your election or appointment to the board of trustees or directors, as applicable, of any of the Funds; or (iii) our communication to you of either our intent not to proceed with the Proxy Solicitations, not to include you in the Slate, or to no longer include you in the Slate.

This letter agreement sets forth the entire agreement between the undersigned and you as to the subject matter contained herein, and cannot be amended, modified, or terminated except by a writing executed by the undersigned and you.  This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.  This letter may be signed in counterparts each one of which is considered an original, but all of which constitute one and the same instrument.

---

Each of us hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any litigation arising out of or relating to this letter, and waives any objection to the laying of venue of any litigation arising out of this letter in the courts of the State of New York or of the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.

[remainder of this page left intentionally blank]

---

Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.

Very truly yours,

SABA CAPITAL MANAGEMENT, L.P.

By: ________________________________________

 Name:  Michael D'Angelo

 Title:    General Counsel 

Agreed to and accepted as

of the date first written above:

By:  ___________________________

Name:  [Nominee]

---

---