Amendment: SEC Form SC 13D/A filed by DWS Municipal Income Trust

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 

(Amendment No. 7)

DWS Municipal Income Trust

( KTF )

 (Name of Issuer)

Common Stock

(Title of Class of Securities)

233368109

(CUSIP Number)

Paul E. Rasmussen

3300 IDS Center 

80 South Eighth Street

Minneapolis, MN 55402-4130

(Name, Address, and Telephone Number of Person 

Authorized to Receive Notices and Communications)

August 28, 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 which is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

* 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 a 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).

EXPLANATORY NOTE

This Amendment No. 7 (“Amendment”) amends and supplements the statement on Schedule 13D filed on October 6, 2023, and amended by Amendment No. 1 filed on November 6, 2023, Amendment No. 2 filed on November 15, 2023, Amendment No. 3 filed on December 28, 2023, Amendment No. 4 filed on January 23, 2024, Amendment No. 5 filed on March 28, 2024, and Amendment No 6 filed on July 17, 2024 (as amended, the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock (“Shares)” of DWS Municipal Income Trust (the “Issuer”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D. Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged.

ITEM 5 Interest in Securities of the Issuer

Item 5 of Schedule 13D is hereby amended to read as follows:

a) The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 39,172,838 Shares outstanding as of May 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Report on Form N-CSRS filed with the Securities Exchange Commission.

As of the date hereof, the Sit Entities may be deemed to be the beneficial owner of 8,174,135 Shares held in client accounts which represent 20.87% of the Issuer’s outstanding Shares.

b) Each of the Sit Entities may be deemed to have shared power to vote and dispose of such Shares. However, none of SIA’s or SFI’s directors or executive officers own Shares directly.

c) Transactions in Shares by the Sit Entities in the last 60 days are set forth in Exhibit A.

d) The clients of SIA and SFI have the right to participate in the receipt of dividends from, or proceeds from the sales of, the Shares held for their respective accounts.

e) Not applicable.

Signature

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.

EXHIBIT A

Schedule of Transactions in Shares by Sit Entities in the last 60 days: