SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ClearBridge MLP & Midstream Fund Inc. [ CEM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/25/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 3.46% Senior Secured Notes Series I due 6/11/2025 | 03/25/2020 | J(1) | 257,352.94 | D | $265,072.38 | $952,992.55 | I(2) | Held through subsidiaries | ||
| 3.56% Senior Secured Notes Series J due 6/11/2027 | 03/25/2020 | J(1) | 686,274.51 | D | $707,057.94 | $2,541,313.47 | I(3) | Held through subsidiaries | ||
| 3.76% Senior Secured Notes Series K due 6/11/2030 | 03/25/2020 | J(1) | 943,627.45 | D | $972,749.89 | $3,494,306.02 | I(4) | Held through subsidiaries | ||
| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The reported disposition was pursuant to a partial prepayment by the issuer at a price equal to the face value of the prepaid securities, plus accrued and unpaid interest, plus a pro rata portion of the make-whole amount with respect to the principal, calculated in accordance with the note purchase agreement, dated as of June 11, 2015. |
| 2. American General Life Insurance Company ("AGLIC") and The Variable Annuity Life Insurance Company ("VALIC"), each an indirect wholly owned subsidiary of American International Group, Inc. ("AIG"), directly hold $635,328.36 principal amount and $317,664.19 principal amount, respectively, of the 3.46% Senior Secured Notes, Series I, due June 11, 2025 (the "Series I Notes"). AIG is an indirect beneficial owner of the Series I Notes. |
| 3. AGLIC directly holds $2,541,313.47 principal amount of the 3.56% Senior Secured Notes, Series J, due June 11, 2027 (the "Series J Notes"). AIG is an indirect beneficial owner of the Series J Notes. |
| 4. AGLIC and The United States Life Insurance Company in The City of New York directly hold $2,350,714.96 principal amount and $1,143,591.06 principal amount, respectively, of the 3.76% Senior Secured Notes, Series K, due June 11, 2030 (the "Series K Notes"). AIG is an indirect beneficial owner of the Series K Notes. |
| Remarks: |
| Filed pursuant to Section 30(h) of the Investment Company Act of 1940. |
| /s/ Geoffrey N. Cornell, Authorized Signatory of American International Group, Inc. | 03/26/2020 | |
| /s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company | 03/26/2020 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||