Amendment: SEC Form SCHEDULE 13D/A filed by Principal Real Estate Income Fund
$PGZ
Investment Managers
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Principal Real Estate Income Fund (Name of Issuer) |
Common Stock (Title of Class of Securities) |
74255X104 (CUSIP Number) |
Bill Demo 250 Pehle Ave., Suite 708 Saddle Brook, NJ, 07663 (201) 881-7108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 74255X104 |
| 1 |
Name of reporting person
Bulldog Investors, LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
333,144.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 74255X104 |
| 1 |
Name of reporting person
Phillip Goldstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
333,261.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 74255X104 |
| 1 |
Name of reporting person
Andrew Dakos | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
333,144.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Principal Real Estate Income Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
1290 Broadway, Suite 1100, Denver,
COLORADO
, 80203. | |
Item 1 Comment:
This Constitutes Amendment #4 to the schedule 13D filed October 16 2023. Except as specifically set forth herein, the schedule 13D rmains unmodified. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As per the N-CSRS filed on 7/3/25 there were 6,694,109 shares of common stock outstanding as of 4/30/25. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered investment advisor. As of August 8, 2025, Bulldog Investors, LLP is deemed to be the beneficial owner of 333,144 shares of PGZ (representing 4.98% of PGZ's outstanding shares) soley by virtue of Bulldog Investors, LLP's power to direct the vote of, and dispose of, these shares. As of August 8, 2025, Mr. Goldstein is deemed to be the beneficial owner of 333,261 shares of PGZ (representing 4.98% of PGZ's outstanding shares) and Mr. Dakos is deemed to be the beneficial owner of 333,144 shares of PGZ (representing 4.98% of PGZ's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares. | |
| (b) | Bulldog Investors, LLP has sole power to dispose of and vote 0 shares. Bulldog Investors, LLP has shared power to dispose and vote 333,144 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of PGZ's shares) share this power with Bulldog Investors. Messrs. Goldstein and Dakos are partners of Bulldog Investors, LLP. | |
| (c) | During the last 60 days the following shares of PGZ were sold:
Date Shares Price
8/8/2025 (3,000) $10.4431
8/7/2025 (29,159) $10.5275
8/6/2025 (3,578) $10.4851
8/4/2025 (2,015) $10.4500 | |
| (d) | Clients of Bulldog Investors, LLP and the owners of accounts reflected herein are entitled to receive any dividends or sales proceeds. | |
| (e) | 8/8/2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None | ||
| 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.
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