Large owner Prudential Financial Inc disposed of $16,000,000 worth of Series I Mandatory Redeemable Preferred Stock (160 units at $100,000.00) and disposed of $10,000,025 worth of Series M Mandatory Redeemable Preferred Stock (285,715 units at $35.00) (SEC Form 4)
$CEM
Trusts Except Educational Religious and Charitable
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ClearBridge MLP & Midstream Fund Inc. [ CEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series I Mandatory Redeemable Preferred Stock (CEM)(1) | 09/09/2024 | J | 160(2) | D | $100,000 | 0 | I(3) | By The Prudential Insurance Company of America, a wholly-owned subsidiary of the Reporting Person | ||
| Series M Mandatory Redeemable Preferred Stock (CEM)(1) | 09/09/2024 | J | 285,715(4) | D | $35 | 0 | I(3) | By ThePrudentialInsuranceCompanyofAmerica,a wholly-ownedsubsidiaryof theReportingPerson | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Share exchange made in connection with the merger of (i) ClearBridge MLP and Midstream Total Return Inc. (CTR) and (ii) ClearBridge MLP and Midstream Fund, Inc. (CEM) with and into (iii) ClearBridge Energy Midstream Opportunity Fund (EMO), effective September 9, 2024. See separate Form 4 filings for CTR and EMO. |
| 2. CEM Series I shares exchanged for EMO Series N Mandatory Redeemable Preferred Stock. |
| 3. Mandatory Redeemable Preferred Stock owned directly by The Prudential Insurance Company of America, a ten percent owner of a class, and indirectly owned by Prudential Financial, Inc., its parent holding company. |
| 4. CEM Series M shares exchanged for EMO Series R Mandatory Redeemable Preferred Stock |
| Prudential Financial, Inc., By: /s/ Richard Baker, Second Vice President | 09/11/2024 | |
| The Prudential Insurance Company of America, By: /s/ Brian Lemons, Vice President | 09/11/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||