SEC Form SC 13D/A filed by Gamco Investors Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D


Under the Securities Exchange Act of 1934 (Amendment No. 13)

(Name of Issuer)

(Title of Class of Securities)

_______361438104_________

(CUSIP Number)

GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435

191 Mason Street

Greenwich, Connecticut 10580

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

______________________November 7, 2022________________________

(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.

(1) Taking into account the Reporting Person’s ownership of the Issuer’s Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 94.5% of the Issuer’s common stock.  See Item 5.

(2) Taking into account the Reporting Person’s ownership of the Issuer’s Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 94.5% of the Issuer’s common stock.  See Item 5.

(3) Taking into account the Issuer’s outstanding Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 0.4% of the Issuer’s common stock.  See Item 5.

(4) Taking into account the Issuer’s outstanding Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 0.8% of the Issuer’s common stock.  See Item 5.

(5) Taking into account the Reporting Person’s ownership of the Issuer’s Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 96.8% of the Issuer’s common stock.  See Item 5.

Explanatory Note:  This Amendment No. 13 to Schedule 13D on the Class A Common Stock of GAMCO Investors, Inc. (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”),which was originally filed on February 6, 2013.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 1 is amended and restated in its entirety as follows:

The title of the class of equity securities to which this statement relates is the Issuer’s Class A Common Stock, par value $0.001 per share (the “Class A Shares”).  The Class A Shares are traded on the OTCQX platform under the symbol “GAMI”.  Mario J. Gabelli (“Mario Gabelli”) is deemed to be the controlling person of the Issuer on the basis of his ownership of a majority of the voting stock and the capital stock of GGCP, Inc. (“GGCP”), a privately held Wyoming corporation, which, through GGCP Holdings, LLC (“GGCP Holdings”), owns a majority of the voting stock and a majority of the capital stock of the Issuer.  The address of the principal executive officers of the Issuer is GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580-1435.

Item 2 is amended and restated in its entirety as follows:

This statement is being filed by Mario Gabelli and various entities which he directly or indirectly controls.

, and - This statement is being filed by one or more of the following persons: Gabelli Foundation, Inc. (“Foundation”), GGCP, GGCP Holdings, Gabelli & Company Investment Advisers, Inc. (“GCIA”), Associated Capital Group, Inc. (“AC”) and Mario Gabelli.  Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.

GGCP makes investments for its own account and is the managing member and holder of a majority of the equity interest of GGCP Holdings.  GCIA is a 100% owned subsidiary of Associated Capital Group, Inc. (“AC”), which is an NYSE listed company that was spun-off by the Issuer on November 30, 2015.  AC, through GCIA, is engaged in the alternative investment management and institutional research services business.  Mario Gabelli is also deemed to be the controlling person of AC on the basis of his ownership of a majority of the voting stock and the capital stock of GGCP, which, through GGCP Holdings, owns a majority of the voting stock and a majority of the capital stock of AC.

The Issuer is the parent company for a variety of companies engaged in the securities business including the management of registered investment companies and separately managed accounts.

Mario Gabelli is the Chairman, co-Chief Executive Officer, Chief Investment Officer and controlling shareholder of the Issuer.  Mario Gabelli is the Executive Chairman and Chief Executive Officer of AC.  Mario Gabelli is also the controlling stockholder, Chief Executive Officer and a director of GGCP.  Mario Gabelli is also a member of GGCP Holdings and has a profits interest in GGCP Holdings.

The Foundation is a private foundation.  Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation.

The Reporting Persons do not admit that they constitute a group.

The business address of Mario Gabelli is 191 Mason Street, Greenwich, CT 06830.  GGCP is a Wyoming corporation having its principal business office at 189 Mason Street, Greenwich, CT 06830.  GGCP Holdings is a Delaware limited liability company having its principal business office at 189 Mason Street, Greenwich, CT 06830.  AC and GCIA are Delaware Corporations having their principal business office at 191 Mason Street, Greenwich, CT 06830.

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.

 - – None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 – Each Reporting Person is a citizen of the United States.

Item 4 is amended, in pertinent part, as follows:

Mario Gabelli serves as the co-Chief Executive Officer and Chairman of the Board of Directors of the Issuer.  As disclosed in Item 1 above, Mr. Gabelli is also deemed to be the control person of the Issuer.  Because of the foregoing, the Reporting Persons at any time and from time to time in the ordinary course of performing their roles relating to the Issuer or as investors in the Issuer may propose or take action in relation to the business of the Issuer including: changes in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; the business and operations of the Issuer; share repurchases by the Issuer; distributions by the Issuer, including the amounts, makeup and timing thereof; the terms of any new issuances of an existing or new class of securities by the Issuer; sales of assets; changes in the Issuer’s charter or by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; and any such other matters.  Any such proposals or actions by the Reporting Persons may be based on the Reporting Persons’ views of their best interest, their obligations to the Issuer (to the extent required by applicable law or agreement), and other factors in light of (i) the Issuer’s financial position, future actions taken by the Issuer’s Board, price levels of the common stock or other equity or debt securities of the Issuer and (ii) general economic, political, or industry conditions, including conditions in the securities market, or changes in laws, rules, regulations or customs, and any other conditions or changes thereto, in the Reporting Persons’ sole determination.  In as much as none of these proposals or activities would represent a material change in the plans of the Reporting Persons regarding their control over the Issuer, the Reporting Persons will not file amendments to this Schedule 13D reflective thereof.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis and depending on various factors the Reporting Persons may deem relevant to their investment decision, including, without limitation, the Issuer’s financial position and strategic direction, the price levels of the Issuer’s common stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may decide to acquire additional securities, sell some or all of their securities, or to continue to hold their existing position in the securities for investment.

Other than as described above, none of the Reporting Persons has any present plans or proposals which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5 is amended, in pertinent part, as follows:

The following table sets forth information with respect to the beneficial ownership of the Class A Shares and the Class B Shares by each of the Reporting Persons.  However, this table ignores the fact that the 599,943 Convertible Class B Shares may be exchanged for Class A Shares so as to reflect the total voting power of the Reporting Persons, as the Class B Shares have ten votes per share and the Class A Shares have only one vote per share.  The percentages of beneficial ownership below are based upon 6,813,840 Class A Shares and 19,024,117 Class B Shares outstanding as reported in the Issuer’s most recently posted Quarterly Report for the quarterly period ended June 30, 2022.

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.

Dated:  November 9, 2022

GGCP, INC.
GGCP HOLDINGS, LLC
GABELLI & COMPANY INVESTMENT ADVISERS, INC.

ASSOCIATED CAPITAL GROUP, INC.

MARIO J. GABELLI

By:  /s/ Douglas R. Jamieson                                     
Douglas R. Jamieson
Attorney-in-Fact

Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the reporting persons: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., G.research, LLC, Teton Advisors, LLC, Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580 or 191 Mason Street, Greenwich, Connecticut 06830, and each such individual identified below is a citizen of the United States.  To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

SCHEDULE II

INFORMATION WITH RESPECT TO

TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR

SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)

                               SHARES PURCHASED        AVERAGE

DATE                                              SOLD(-)             PRICE(2)

CLASS A COMMON STOCK-GAMCO INVESTORS, INC.

(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED

    ON THE OTCQX.

(2) PRICE EXCLUDES COMMISSION.

(3) THIS TRANSACTION WAS EFFECTED ON THE NYSE.