Tortoise Midstream Energy Fund (NTG) Form 4/A TORTOISE MLP FUND / H KEVIN BIRZER ownership change

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

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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).

1. Name and Address of Reporting Person^*

BIRZER H KEVIN

(Last) (First) (Middle)

11550 ASH STREET

SUITE 300

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TORTOISE MLP FUND, INC. [ NTG ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of Investment Committee

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/26/2018

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 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
Common Stock	07/24/2018(1)(2)(3)(4)		X		5,711(4)	A	(1)(2)(3)	13,002	D
Common Stock								252	I	By spouse as custodian of children's accounts

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
Oversubscription Privilege (contingent right to buy)	(1)(2)(3)	07/24/2018(1)(2)(3)(4)		X			5,711(4)	06/19/2018	07/18/2018	Common Stock	5,711(4)	(1)(2)(3)	0	D

Explanation of Responses:

1. On June 7, 2018, Tortoise MLP Fund, Inc. (the "Fund") announced the terms of a pro rata offering of transferable rights (the "Rights") to holders of the Fund's common shares as of the record date of June 19, 2018 ("Record Date Stockholder"), entitling the holders of such rights to subscribe for up to an aggregate of 15,802,094 of the Fund's common shares. Record Date Shareholders received one Right for each outstanding whole common share held on the record date. The Rights entitled their holders to purchase one new common share for every three Rights held; however, any Record Date Stockholder who owned fewer than three common shares as of the record date was entitled to subscribe for one common share. The subscription price per common share was $14.64 (the "basic subscription privilege").

2. The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $14.64 per common share, additional common shares of the Fund, subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The subscription rights expired on July 18, 2018 at 5:00 p.m. Eastern time. Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privileges based on the number of common shares of the Fund each of those Rights holders owned on the record date and subject to the amount of shares such holder subscribed for.

3. On July 10, 2018, the reporting person exercised his basic subscription rights and oversubscription privileges in full to purchase common shares of the Fund issued in the Rights Offering. The reporting person purchased 1,823 common shares of the Fund from the exercise of his basic subscription rights (previously reported in a Form 4 filed on July 12, 2018), plus an additional 5,711 common shares of the Fund pursuant to the oversubscription privileges associated with the reporting person's subscription rights on the basis of the Fund's allocation of common shares, as of the closing of the subscription period. On July 24, 2018, the third-party subscription agent for the Rights Offering determined the allocations to be made to the Record Date Shareholders who exercised their oversubscription privileges.

4. This Form 4 amendment is being filed to correct the original Form 4 filing on 7/26/18 to revise the number of shares acquired and number of derivative securities disposed of pursuant to the oversubscription privilege from 6000 to 5711. The numbers originally reported inadvertently reflected the number of shares oversubscribed for rather than the actual number allocated as determined by the third-party subscription agent for the Rights Offering pursuant to the reporting person's exercise of their oversubscription privilege.

	H. Kevin Birzer	11/09/2018
	** Signature of Reporting Person	Date
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