Amended Statement of Beneficial Ownership (sc 13d/a)
January 13 2021 - 2:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 4) 1
DTF
Tax-Free Income Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
23334J107
(CUSIP
Number)
Daniel
L. Lippincott, CFA, Chief Investment Officer
Karpus
Management, Inc.
d/b/a
Karpus Investment Management
183
Sully’s Trail
Pittsford,
New York 14534
(585)
586-4680
Adam
W. Finerman, Esq.
Olshan
Frome Wolosky LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
11, 2021
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
_______________________
1
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. 23334J107
|
13D
|
Page
2 of 6 Pages
|
1.
|
|
NAME
OF REPORTING PERSON
Karpus
Investment Management
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A 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) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
1,319,909
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
1,319,909
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,319,909
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.78%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IA
|
|
|
CUSIP
No. 23334J107
|
13D
|
Page
3 of 6 Pages
|
The
following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This
Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
|
Item
2.
|
Identity
and Background.
|
Item 2(a) is hereby amended and restated to read as follows:
(a)
This statement is filed by:
(i)
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"). Karpus is a registered investment adviser under Section
203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”),
which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective
informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities
is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus
and CLIG. The shares to which this Amendment No. 4 relates are owned directly by the accounts managed by Karpus;
Set
forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation
or employment and the name, principal business and address of any corporation or other organization in which such employment is
conducted of the executive officers and directors of Karpus. To the best of Karpus' knowledge, except as otherwise
set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the
Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Item
3 is hereby amended and restated to read as follows:
Karpus,
an independent registered investment advisor, has accumulated 1,319,909 Shares on behalf of accounts that are managed by Karpus
(the "Accounts") under limited powers of attorney, which represents 18.78% of the outstanding Shares. All funds that have been
utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
The
aggregate purchase price of the 1,319,909 Shares beneficially owned by Karpus is approximately $18,708,067, excluding brokerage
commissions. The Shares purchased by Karpus were purchased with working capital (which may at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
|
Item
4.
|
Purpose
of Transaction.
|
On November 23, 2020, the Issuer entered into a
Standstill Agreement with Karpus (the "Agreement"), pursuant to which the Issuer announced a tender offer for up to 17.5%
of the Issuer's outstanding common stock at a price equal to 98% of the net asset value at the closing of trading on the date the
tender offer expires (the "Tender Offer"). Karpus has withdrawn its nomination of Arthur Charles Regan and Daniel C.
Robeson to the Board of Directors pursuant to the Agreement, as well as the two shareholder proposals it had previously submitted.
CUSIP
No. 23334J107
|
13D
|
Page
4 of 6 Pages
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item
5 is hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 7,029,566 Shares outstanding, which is
the total number of Shares outstanding as of January 8, 2021, based on the 8,520,685 common shares outstanding as of October
31, 2020, as reported in the Issuer’s Form N-CSR, filed with the Securities and Exchange Commission on December 29, 2020,
less the 1,491,119 common shares purchased from tendering shareholders, as reported in the Issuer’s Schedule TO filed with
the Securities and Exchange Commission on January 8, 2021.
|
(a)
|
As
of the close of business on January 12, 2021, Karpus beneficially owned the 1,319,909 Shares held in the Accounts.
|
Percentage:
Approximately 18.78%
|
(b)
|
1. Sole power to vote or direct vote: 1,319,909
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition:
1,319,909
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The
transactions in the shares by Karpus since the filing of the Schedule 13D,
Amendment No. 3 on January 8, 2021 are set forth in Schedule B and incorporated herein by reference.
|
The
filing of this Schedule 13D shall not be deemed an admission that Karpus is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any securities of the Issuer that it does not directly
own. Karpus specifically disclaims beneficial ownership of the securities reported herein that it
does not directly own.
CUSIP
No. 23334J107
|
13D
|
Page
5 of 6 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
|
KARPUS
MANAGEMENT, INC.
|
|
|
Dated: January 13, 2021
|
By:
|
/s/
Daniel
L. Lippincott, CFA
|
|
|
Name:
Daniel
L. Lippincott, CFA
Title: Chief
Investment Officer
|
CUSIP
No. 23334J107
|
13D
|
Page
6 of 6 Pages
|
SCHEDULE
A
Executive
Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
Name
|
Position & Present Principal Occupation
|
Business Address
|
Shares Owned
|
|
|
|
|
Kathleen Finnerty
Crane
|
Chief
Financial Officer
|
183 Sully’s
Trail, Pittsford, New York 14534
|
157 Shares
|
Dana R. Consler
|
Executive Vice President
|
183 Sully’s
Trail, Pittsford, New York 14534
|
4,173 Shares
|
Thomas M. Duffy
|
Senior
Vice President and
Director
of Operations
|
183 Sully’s
Trail, Pittsford, New York 14534
|
0 Shares
|
Sharon L. Thornton
|
Executive Vice President
|
183 Sully’s
Trail, Pittsford, New York 14534
|
0 Shares
|
Jodi L. Hedberg
|
Chief
Compliance Officer
|
183 Sully’s
Trail, Pittsford, New York 14534
|
0 Shares
|
Daniel L. Lippincott
|
Chief
Investment Officer
|
183 Sully’s
Trail, Pittsford, New York 14534
|
0 Shares
|
David D’Ambrosio
|
Senior Vice President
|
183 Sully’s
Trail, Pittsford, New York 14534
|
0 Shares
|
Marijoyce Ryan
|
Vice President of
Fiduciary Services
|
183 Sully’s
Trail, Pittsford, New York 14534
|
984 Shares
|
Thomas
Wayne Griffin
|
Director
|
1125
Airport Road, Coatesville, PA 19320
|
0 Shares
|
Carlos
Manuel Yuste
|
Director
|
1125 Airport Road,
Coatesville, PA 19320
|
0 Shares
|
SCHEDULE B
Transactions in the Shares since the
filing of the Schedule 13D, Amendment No. 3 on January 8, 2021
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS
INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
Sale
of Common Stock
|
(691,303)
|
$15.77
|
1/12/2021
|
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