SEC Form SC 13D/A filed by MFS Municipal Income Trust (Amendment)

2/28/24 3:57:35 PM ET

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SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 2/27/2024 1. NAME OF REPORTING PERSON Bulldog Investors, LLP 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 24,200 8. SHARED VOTING POWER 1,610,213 9. SOLE DISPOSITIVE POWER 24,200 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,610,213 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,634,413 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.41% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 24,200 8. SHARED VOTING POWER 2,374,969 9. SOLE DISPOSITIVE POWER 24,200 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 2,374,969 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,399,169 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.41% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 24,200 8. SHARED VOTING POWER 2,374,969 9. SOLE DISPOSITIVE POWER 24,200 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 2,374,969 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,399,169 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.41% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ Item 1. SECURITY AND ISSUER This Constitutes Amendment #4 to the schedule 13d filed July 17, 2023. Except as specifically set forth herein, the Schedule 13d remaines unmodified ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSR filed on 1/25/24 there were 25,492,782 shares of common stock outstanding as of 11/30/23.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 February 27, 2024 Bulldog Investors, LLP is deemed to be the beneficial owner of 1,634,413 shares of CMU (representing 6.41% of CMU's outstanding shares) solely by virtue of Bulldog Investors LLP's power to direct the vote of,and dispose of, these shares. As of February 27, 2024, each of Messrs. Goldstein and Dakos is deemed to be the beneficial owner of 2,399,169 shares of CMU (representing 9.41% of CMU'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 24,200 shares. Bulldog Investors, LLP has shared power to dispose of and vote 1,610,213 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of CMU's shares) share this power with Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose of and vote an additional 764,756 shares. c) Since the last filing on 1/2/2024 the following shares of CMU were bought. Date Shares Price 2/27/2024 57,304 3.2600 2/26/2024 10,000 3.2900 2/5/2024 4,500 3.2900 2/5/2024 5,000 3.3000 2/2/2024 10,000 3.3200 1/19/2024 14,200 3.2500 1/17/2024 4,637 3.2900 1/16/2024 12,539 3.3000 1/11/2024 28,507 3.3000 1/10/2024 39,722 3.3000 1/8/2024 2,200 3.3100 1/5/2024 40,000 3.3000 1/5/2024 14,500 3.2996 1/5/2024 32,097 3.3063 1/4/2024 10,403 3.3000 1/2/2024 28,900 3.3000 d) Clients of Bulldog Investors, LLP and a closed-end investment company for which Messrs. Goldstein and Dakos have investment authority are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None 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: 2/28/2024 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Bulldog Investors, LLP By: /s/ Andrew Dakos Andrew Dakos, Partner Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein.

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SEC Form SC 13D/A filed by MFS Municipal Income Trust (Amendment)

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