Emergent Capital (EMGC) Form 4 EMERGENT CAPITAL / PHILLIP GOLDSTEIN 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^*

GOLDSTEIN PHILLIP

(Last) (First) (Middle)

C/O EMERGENT CAPITAL, INC.

5355 TOWN CENTER ROAD, SUITE 701

(Street)

BOCA RATON FL 33486

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMERGENT CAPITAL, INC. [ EMG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2015

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 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	12/04/2015		P		726	A	$3.96	234,324	D
Common Stock	12/07/2015		P		20,000	A	$3.85(4)	254,324	D
Common Stock	12/04/2015		J(2)		44,385	D	$0	1,969,460	I	See Footnote(1)
Common Stock	12/07/2015		P		30,000	A	$3.8499(5)	1,999,460	I	See Footnote(1)
Common Stock								2,224,869	I	See Footnote(3)

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

Explanation of Responses:

1. The shares are held by various entities and individuals. Bulldog Investors, LLC ("BI") or the Reporting Person has voting and investment power with respect to such shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. The shares are being transferred to a client in connection with an account closing.

3. The shares are held by certain private investment funds. BI has sole voting and investment power with respect to such shares. The Reporting Person is a principal of BI and of the general partners of each of such investment fund, and is a limited partner in certain such funds. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The price in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.80 to $3.90, inclusive. The Reporting Person undertakes to provide Emergent Capital, Inc., any security holder of Emergent Capital, Inc., or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. The price in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.8498 to $3.85, inclusive. The Reporting Person undertakes to provide Emergent Capital, Inc., any security holder of Emergent Capital, Inc., or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Remarks:

	/s/ Michael B. Kirwan, Attorney-in-Fact for Phillip Goldstein	12/08/2015
	** 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.