SEC Form SC 13D/A filed by Salient Midstream (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Salient Midstream & MLP Fund
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
79471V105
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page 1 of 8 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 2 of 8 Pages |
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1 |
NAME OF REPORTING PERSON Saba Capital Management, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS OO (see Item 3) |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER -0- |
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8 |
SHARED VOTING POWER 4,216,057 |
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9 |
SOLE DISPOSITIVE POWER -0- |
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10 |
SHARED DISPOSITIVE POWER 4,216,057 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,216,057 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.79% |
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14 |
TYPE OF REPORTING PERSON PN; IA |
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The percentages used herein are calculated based upon 17,722,448 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 8/4/22.
| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 3 of 8 Pages |
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1 |
NAME OF REPORTING PERSON Boaz R. Weinstein |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS OO (see Item 3) |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF |
7 |
SOLE VOTING POWER -0- |
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8 |
SHARED VOTING POWER 4,216,057 |
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9 |
SOLE DISPOSITIVE POWER -0- |
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10 |
SHARED DISPOSITIVE POWER 4,216,057 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,216,057 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.79% |
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14 |
TYPE OF REPORTING PERSON IN |
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The percentages used herein are calculated based upon 17,722,448 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 8/4/22.
| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 4 of 8 Pages |
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1 |
NAME OF REPORTING PERSON Saba Capital Management GP, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS OO (see Item 3) |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER -0- |
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8 |
SHARED VOTING POWER 4,216,057 |
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9 |
SOLE DISPOSITIVE POWER -0- |
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10 |
SHARED DISPOSITIVE POWER 4,216,057 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,216,057 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.79% |
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14 |
TYPE OF REPORTING PERSON OO |
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The percentages used herein are calculated based upon 17,722,448 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 8/4/22.
| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 5 of 8 Pages |
| Item 1 | SECURITY AND ISSUER |
| This Amendment No. 11 amends and supplements the statement on Schedule 13D filed with the SEC on 11/2/21, as amended by Amendment No. 1 filed 12/3/21, Amendment No. 2 filed 12/10/21, Amendment No. 3 filed 12/21/21, Amendment No. 4 filed 1/20/22, Amendment No. 5 filed 2/17/22, Amendment No. 6 filed 2/25/22, Amendment No. 7 filed 3/29/22, Amendment No. 8 filed 5/9/22, Amendment No. 9 filed 6/2/22 and Amendment No. 10 filed 6/10/22; with respect to the common shares of Salient Midstream & MLP Fund. This Amendment No. 11 amends Items 3, 4, 5(a)-(c), 6 and 7 as set forth below. | |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $28,703,712 was paid to acquire the Common Shares reported herein. | |
| Item 4. | PURPOSE OF TRANSACTION |
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On August 3, 2022, Saba Capital entered into a standstill agreement (the "Agreement") with the Issuer and Salient Capital Advisors, LLC, the investment adviser of the Issuer, pursuant to which the Issuer declared a special distribution in the aggregate amount of $300,000, payable on August 30, 2022 to the Fund's common shareholders of record on August 18, 2022 The Agreement also provides for customary standstill provisions during the period from the date of the Agreement through a date no later than October 31, 2022, depending on various facts and circumstances, as described in the Agreement. The foregoing summary of the Agreement shall not be deemed complete and is qualified in its entirety by reference to the full text of the Agreement, the form of which is attached hereto as Exhibit 4 to this Schedule 13D and incorporated by reference herein. |
| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER | |
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(a) |
See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 17,722,448 shares of common stock outstanding as of 5/31/22, as disclosed in the company's N-CSRS filed 8/4/22 |
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(b) |
See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
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(c) |
The transactions in the Common Shares effected since the Schedule 13D/A filing on 6/10/22 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference |
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| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER | |
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Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. |
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| Item 7. | MATERIAL TO BE FILED AS EXHIBITS | |
| Exhibit 4: | Standstill Agreement, dated as of August 3, 2022. | |
| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 5, 2022
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SABA CAPITAL MANAGEMENT, L.P. By: /s/ Michael D'Angelo |
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Name: Michael D'Angelo Title: Chief Compliance Officer |
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SABA CAPITAL MANAGEMENT GP, LLC By: /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory |
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BOAZ R. WEINSTEIN By: /s/ Michael D'Angelo |
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Name: Michael D'Angelo |
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Title: Attorney-in-fact* |
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* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 |
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| CUSIP No. 79471V105 | SCHEDULE 13D/A | Page 8 of 8 Pages |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Schedule 13D/A on 6/10/22 as well as a dividend issued by the Issuer on 5/27/2022. All transactions were effectuated in the open market through a broker.
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Trade Date |
Buy/Sell |
Shares |
Price |
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5/27/2022 |
Buy |
11* |
8.55 |
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6/13/2022 |
Buy |
5,094 |
7.96 |
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6/14/2022 |
Buy |
807 |
7.76 |
*These shares represent a share dividend from the Issuer.