Amended Statement of Beneficial Ownership (sc 13d/a)
17 Février 2021 - 10:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 12) 1
Duff
& Phelps Utility and Corporate Bond Trust
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
26432K108
(CUSIP
Number)
Daniel
L. Lippincott, CFA, Senior Tax-Sensitive Manager
Karpus
Management, Inc.
d/b/a
Karpus Investment Management
183
Sully’s Trail
Pittsford,
New York 14534
(585)
586-4680
Adam
W. Finerman, Esq.
Olshan
Frome Wolosky LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
12, 2021
(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.
_______________________
1
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. 26432K108
|
13D
|
Page
2 of 8 Pages
|
1.
|
|
NAME
OF REPORTING PERSON
Karpus
Investment Management
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A 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) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
9,456,892
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
9,903,892
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,903,892
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.02%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IA
|
|
|
CUSIP
No. 26432K108
|
13D
|
Page
3 of 8 Pages
|
1.
|
|
NAME
OF REPORTING PERSON
Arthur
Charles Regan
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 26432K108
|
13D
|
Page
4 of 8 Pages
|
1.
|
|
NAME
OF REPORTING PERSON
Daniel
C. Robeson
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 26432K108
|
13D
|
Page
5 of 8 Pages
|
The
following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned ("Amendment No. 12"). This Amendment No. 12 amends
the Schedule 13D as specifically set forth herein.
|
Item
2.
|
Identity
and Background.
|
Item
2(a) is hereby amended and restated to read as follows:
(a)
This statement is filed by:
(i)
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"). Karpus is a registered investment adviser under Section
203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”),
which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective
informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities
is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus
and CLIG. The shares to which this Amendment No. 12 relates are owned directly by the accounts managed by Karpus;
(ii)
Arthur Charles Regan, as a nominee to the Board of Directors of the Issuer (the "Board"); and
(iii)
Daniel C. Robeson, as a nominee to the Board.
Each of
the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of
the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as filed with Schedule 13D Amendment No.
8 on October 6, 2020. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Set forth
on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or
employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set on Schedule
A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party
to any contract, agreement or understanding required to be disclosed herein.
(b)
The address of the principal office of Karpus is 183 Sully’s Trail , Pittsford, NY 14534.
(c)
The principal business of Karpus is serving as a registered investment adviser that provides investment management for individuals,
pension plans, profit sharing plans, corporations, endowments, trust, and others.
(d)
Karpus nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e)
Karpus nor any person listed on Schedule A has, during the last five years, been 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 judgement, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f)
Karpus is organized under the laws of the State of New York. Mr. Regan and Mr. Robeson are citizens of the United States.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Item
3 is hereby amended and restated to read as follows:
Karpus,
an independent registered investment advisor, has accumulated 9,903,892 Shares on behalf of accounts that are managed by Karpus
(the “Accounts”) under limited powers of attorney, which represents 36.02% of the outstanding Shares. All funds that
have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from
such Accounts.
The aggregate
purchase price of the 9,903,892 Shares beneficially owned by Karpus is approximately $89,113,720, excluding brokerage commissions.
The Shares purchased by Karpus were purchased with working capital (which may at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
CUSIP
No. 26432K108
|
13D
|
Page
6 of 8 Pages
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Items
5(A) – (C) are hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 27,494,683 Shares outstanding, which is the
total number of Shares outstanding as of April 30, 2020, as reported in the Issuer’s Certified Shareholder Report of Registered
Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on June 23, 2020.
|
(a)
|
As
of the close of business on February 12, 2021, Karpus beneficially owned the 9,903,892 Shares held in the Accounts.
|
Percentage:
Approximately 36.02%
|
(b)
|
1. Sole power to vote or direct vote: 9,456,892
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition:
9,903,892
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
(c)
|
The transactions in
the Shares by Karpus since the last filing made on February 10, 2021 are set forth in Schedule
B and incorporated herein by reference.
|
|
(a)
|
As
of the close of business on February 12, 2021, Arthur Charles Regan didn't beneficially own any Shares since the last filing
made on February 10, 2021.
|
Percentage:
0.00%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition:
0
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Mr. Regan
has not entered into any transactions in the Shares since the last filing
made on February 10, 2021.
|
|
(a)
|
As
of the close of business on February 12, 2021, Daniel C. Robeson didn't beneficially own
any Shares of the Issuer.
|
Percentage:
0.00%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition:
0
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
(c)
|
Mr. Robeson
has not entered into any transactions in the Shares since the last filing
made on February 10, 2021.
|
The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he or it does not directly own.
CUSIP
No. 26432K108
|
13D
|
Page
7 of 8 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
|
KARPUS
MANAGEMENT, INC.
|
|
|
Dated: February
17, 2021
|
By:
|
/s/
Daniel
L. Lippincott, CFA
|
|
|
Name:
Daniel
L. Lippincott, CFA
Title: Senior
Tax-Sensitive Manager and Director of Investment Personnel
|
|
|
|
/s/
Arthur Charles Regan
|
|
ARTHUR
CHARLES REGAN
|
|
|
|
|
|
/s/
Daniel C. Robeson
|
|
DANIEL
C. ROBESON
|
|
|
|
|
|
|
|
CUSIP
No. 26432K108
|
13D
|
Page
8 of 8 Pages
|
SCHEDULE
A
Executive
Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
Name
|
Position & Present Principal Occupation
|
Business Address
|
Shares Owned
|
|
|
|
|
Kathleen Finnerty Crane
|
Chief Financial Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
150 Shares
|
Dana R. Consler
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
3,039 Shares
|
Thomas M. Duffy
|
Senior Vice President and
Director of Operations
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Sharon L. Thornton
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Jodi L. Hedberg
|
Chief Compliance Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Daniel L. Lippincott
|
Chief
Investment Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
David D’Ambrosio
|
Senior Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
1,325 Shares
|
Marijoyce Ryan
|
Senior Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
Thomas
Wayne Griffin
|
Director
|
1125
Airport Road, Coatesville, PA 19320
|
0 Shares
|
Carlos
Manuel Yuste
|
Director
|
1125
Airport Road, Coatesville, PA 19320
|
0 Shares
|
SCHEDULE
B
Transactions
in the Shares since the last filing
made on February 10, 2021
Nature
of the Transaction
|
Securities
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase
/ Sale
|
KARPUS
MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
Sale
of Common Stock
|
(3,200)
|
$10.26
|
2/9/2021
|
Sale
of Common Stock
|
(110,075)
|
$10.40
|
2/10/2021
|
Sale
of Common Stock
|
(109,700)
|
$10.40
|
2/11/2021
|
Sale
of Common Stock
|
(121,179)
|
$10.37
|
2/12/2021
|
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