Stephen C Miller Form 5 BOULDER GROWTH & INCOME FUND / STEPHEN C MILLER ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MILLER STEPHEN C

(Last) (First) (Middle)

2450 AGATE LANE

(Street)

BOULDER CO 80304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOULDER GROWTH & INCOME FUND [ BIF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
11/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
COMMON STOCK	05/01/2019		P	96.0563	A	$11.2485	36,551.0563	D
COMMON STOCK	08/01/2019		P	97.8014	A	$11.1479	36,648.8577	D
COMMON STOCK	11/01/2019		P	97.7739	A	$11.2531	36,746.6316	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

1. On June 16, 2016, the Erma Miller Limited Liability Company (EMLLC) distributed 42,370 shares of the Issuer (the Shares) in-kind to its members. No consideration was given or received in respect of the distribution of the Shares. The Reporting Person was one of four members of EMLLC and received 25% of the Shares (or 10,593 Shares) held by EMLLC. Prior to June 16, 2016, the Shares were held by the EMLLC had been reported as being held indirectly by the Reporting Person (See Reporting Peron's Form 4/A filed May 5, 2015). The Reporting Person inadvertently failed to file a Form 4 when the Shares were distributed in-kind to the EMLLC members. 2. Shares acquired pursuant to participation in a divedend reinvestment program. The Reporting Person inadvertently failed to file a Form 5 reporting shares received in his dividend reinvestment program within the required 45 days after the Issuer's fiscal year ending 11/30/2019.

	/s/ Stephen C. Miller	01/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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