SEC Form SC 13D/A filed by Principal Real Estate Income Fund (Amendment)
$PGZ
Investment Managers
Finance
SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/20/23
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
0
8. SHARED VOTING POWER
327,110
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
327,110
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
327,110 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.86%
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
0
8. SHARED VOTING POWER
493,274
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
493,274
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
493,274 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.32%
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
0
8. SHARED VOTING POWER
493,274
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
493,274
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
493,274 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.32%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Constitutes Amendment #2 to the schedule 13d filed
October 16, 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-CSRS filed on 7/07/2023 there were 6,735,367 shares of
common stock outstanding as of 4/30/2023. 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 December 20, 2023 Bulldog Investors, LLP is deemed to be the beneficial
owner of 327,110 shares of PGZ (representing 4.86% of PGZ's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
As of December 20, 2023, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 493,274 shares of PGZ (representing 7.32% 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 of and vote 327,110
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, 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 166,164 shares.
c) During the last 60 days the following shares of PGZ were purchased.
Date Shares Price
12/20/2023 5,000 9.3300
12/20/2023 21,127 9.3470
12/19/2023 336 9.3200
12/18/2023 3,709 9.2692
12/15/2023 1,127 9.2800
12/13/2023 4,912 9.0800
12/11/2023 2,200 9.1700
12/5/2023 428 9.3300
12/4/2023 715 9.4200
11/7/2023 372 8.8600
10/30/2023 22,681 8.5292
10/27/2023 3,186 8.5191
10/26/2023 1,202 8.5200
10/25/2023 6,063 8.5034
10/23/2023 364 8.6200
10/23/2023 1,417 8.6100
10/20/2023 4,826 8.6300
10/20/2023 10,000 8.6484
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.
N/A
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: 12/21/2023
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.