Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
29 Décembre 2023 - 10:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 13)*
The
Herzfeld Caribbean Basin Fund, Inc.
(Name
of Issuer)
Common
stock
(Title
of Class of Securities)
42804T106
(CUSIP
Number)
119
Washington Avenue, Suite 504 Miami Beach, FL 33139
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/18/2023
(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. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* |
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).
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CUSIP No. 42804T106 |
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13D |
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Page
2 of 3 Pages |
1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erik M. Herzfeld, et al. |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ] |
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3. |
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SEC USE
ONLY
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4. |
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SOURCE
OF FUNDS (see instructions)
PF, OO |
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5. |
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7. |
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SOLE
VOTING POWER
453,544 |
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8. |
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SHARED
VOTING POWER
2,754,528 |
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9. |
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SOLE
DISPOSITIVE POWER
453,544 |
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10. |
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SHARED
DISPOSITIVE POWER
2,754,528 |
11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,208,072 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.86% |
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14. |
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TYPE
OF REPORTING PERSON (see instructions)
IN, IA |
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CUSIP No. 42804T106 |
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13D |
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Page 3 of 3 Pages |
Schedule
13D
This
Amendment No. 13 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities
and Exchange Commission (the “SEC”) on December 19, 2014, as previously amended (the “Schedule 13D”) by
Erik M. Herzfeld.
This
amendment is filed on behalf of Erik M. Herzfeld, et al. (the “Reporting Person”) with respect to common stock owned
individually by the Reporting Person and in his role as portfolio manager of investment advisory accounts of the clients (“Advisory
Clients”) of Thomas J. Herzfeld Advisors, Inc. a registered investment adviser for which Mr. Herzfeld has a dispositive
and/or voting power (“Accounts”).
Items
4 and 5 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not
expressly defined in this Amendment have the respective meanings ascribed to them in the Schedule 13D.
Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
| (a) | The
aggregate number of shares of common stock to which this Schedule 13D relates is 3,208,072
shares representing 19.86% of the 16,150,673 shares outstanding as reported by the issuer
as of December 19, 2023. |
| (b) | With
respect to the shares of common stock owned individually, the Reporting Person beneficially
owns with sole power to vote and dispose of 453,544 shares of common stock. With respect
to the Accounts, the Reporting Person beneficially owns with shared power to vote and/or
dispose of 2,754,528 shares of common stock. |
| (c) | Open
Market Transactions |
On
October 24, 2023 through the open market, the Advisory clients sold 4,544 shares at $2.9491. On October 31, 2023 through the open
market, the Advisory clients sold 7,197 shares at $2.9613. On November 1, 2023 through the open market, the Advisory clients sold
3,846 shares at $3.0467. On November 2, 2023 through the open market, the Advisory clients sold 470 shares at $2.66. On November
20, 2023 through the open market, the Advisory clients sold 687 shares at $2.29. On November 21, 2023 through the open market,
the Advisory clients sold 110 shares at $2.3519. On November 30, 2023 through the open market, the Advisory clients sold 663 shares
at $2.48. On December 7, 2023 through the open market, the Advisory clients sold 2,655 shares at $2.6076. On December 13, 2023,
an Advisory client with 1,178 shares closed their account. On December 14, 2023 through the open market, the Advisory clients
sold 1,107 shares at $2.5505.
Rights
Offering
The Herzfeld Caribbean Basin Fund, Inc. (the "Fund")
recently completed a pro rata offering (the "Rights Offering") of non-transferable subscription rights ("Rights")
to its common stockholders of record as of the close of business on November 3, 2023 (the "Record Date Stockholder")
entitling the holders of such Rights to purchase additional shares of common stock of the Fund (the "Common Stock").
Record Date Stockholders received one Right for each outstanding whole share of Common Stock held on the record date. The Rights
entitled their holders to purchase one new share of Common Stock for every one Right held at a discount to the market price of
the Common Stock. The subscription price per share of Common Stock was $2.31 (the "basic subscription privilege"). Record
Date Stockholders who fully exercised their Rights were entitled to subscribe, subject to certain limitations and subject to allotment,
for additional shares of Common Stock which were not subscribed for (the "Over-Subscription Privilege"). With respect
to Common Stock owned by the Reporting Person in his role as portfolio manager of the Accounts, the Reporting Person fully exercised
all Rights received and subscribed for additional shares of Common Stock pursuant to the Over-Subscription Privilege, subject to
the pro rata allocation of available shares of Common Stock. Fractional shares of Common Stock were not issued. The subscription
period commenced on the record date and expired on December 13, 2023. Following the conclusion of the Rights Offering, the shares
of Common Stock that were not subscribed for by the holders of Rights in the basic subscription privilege were allocated pro rata
among Rights holders that exercised their Over-Subscription Privilege based on the number of shares of Common Stock each of those
Rights holders owned on the record date and subject to the amount of shares of Common Stock such holder subscribed for. The Reporting
Person purchased 119,428 shares of Common Stock from the exercise of his rights in the basic subscription privilege, plus an additional
114,035 shares of Common Stock pursuant to the Over-Subscription Privilege associated with the Reporting Person's subscription
rights on the basis of the Fund's allocation of shares of Common Stock after the close of the subscription period. On December
18, 2023, the third-party subscription agent for the Rights Offering determined the allocations to be made to the Record Date Stockholders
who exercised their Over-Subscription Privilege. The Common Stock subscribed for will be issued after receipt of all stockholder
payments.
| (d) | The
owner of each of the Accounts individually has the right to receive and the power to
direct the receipt of dividends from, or proceeds from the sale of, the shares of common
stock. To date no owner of an Account holds more than 5% of the Issuer’s common
shares. |
SIGNATURE
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.
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Thomas J. Herzfeld Advisors, Inc. |
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/s/
Erik M. Herzfeld |
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Erik M. Herzfeld |
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President |
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12/29/2023 |
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Date |
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