Andrew Dakos Form 3 PACHOLDER HIGH YIELD FUND / Andrew Dakos ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bulldog Investors, LLC

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2016

3. Issuer Name and Ticker or Trading Symbol
PACHOLDER HIGH YIELD FUND INC [ PHF ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,123,062	I	By Clients(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Bulldog Investors, LLC

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDSTEIN PHILLIP

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dakos Andrew

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Samuels Steven

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

Explanation of Responses:

1. Certain private investment fund clients of Bulldog Investors, LLC are the beneficial owners of these shares. Bulldog Investors, LLC disclaims beneficial interest in such shares except to the extent of any pecuniary interest therein. Andrew Dakos, Steven Samuels and Phillip Goldstein are the owners of Bulldog Investors, LLC. Each of Messrs. Dakos, Samuels and Goldstein also is a Principal of the general partner of certain of such private investment fund clients of Bulldog Investors, LLC, and a limited partner in certain of such private fund clients. Each of Messrs. Dakos, Samuels and Goldstein disclaims beneficial interest in such shares except to the extent of any pecuniary interest therein.

	/s/ Phillip Goldstein on behalf of Bulldog Investors, LLC	06/09/2016
	/s/ Phillip Goldstein	06/09/2016
	/s/ Andrew Dakos	06/09/2016
	/s/ Steven Samuels	06/09/2016
	** 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 5 (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).
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