| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 5 of 14 Pages |
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| 1 | NAME OF REPORTING PERSONS GI Holdco LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 356,052 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 356,052 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,052 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.55% |
| 12 | TYPE OF REPORTING PERSON HC |
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 6 of 14 Pages |
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| 1 | NAME OF REPORTING PERSONS Guggenheim Partners Investment Management Holdings, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 356,052 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 356,052 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,052 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.55% |
| 12 | TYPE OF REPORTING PERSON HC |
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 7 of 14 Pages |
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| 1 | NAME OF REPORTING PERSONS Guggenheim Funds Services, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 353,823 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 353,823 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,823 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.53% |
| 12 | TYPE OF REPORTING PERSON HC |
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 8 of 14 Pages |
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| 1 | NAME OF REPORTING PERSONS Guggenheim Funds Distributors, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 353,823 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 353,823 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,823 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.53% |
| 12 | TYPE OF REPORTING PERSON IA & BD |
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 9 of 14 Pages |
| Item 1. | | (a) Name of Issuer: |
Tortoise Pipeline & Energy Fund, Inc.
| | (b) Address of Issuer’s Principal Executive Offices: |
11550 Ash Street, Suite 300, Leawood, KS 66211
| Item 2. | | (a) Name of Person Filing: |
This Statement is jointly filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services, LLC and Guggenheim Funds Distributors, LLC ("GFD") pursuant to Rule 13d-1(k)(1). This statement relates to the shares of Common Stock (the "Shares"), of the Issuer beneficially owned directly by GFD, a Delaware limited liability company, and by certain other subsidiaries of Guggenheim Capital, LLC (the "Subsidiaries"). GFD acts as sponsor and supervisor of certain unit investment trusts which directly hold the Shares reported herein. In such capacity, GFD has the power to dispose or direct the disposition of the Shares held by these unit investment trusts. These Shares are voted by the trustee of such unit investment trusts so as to ensure that the Shares are voted as closely as possible in the same manner and in the same general proportion as are the Shares held by owners other than such unit investment trust. Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, Guggenheim Funds Services, LLC and GFD. GFD is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 and a broker dealer registered under Section 15 of the Securities and Exchange Act of 1934.
| | (b) Address of Principal Business Office, or, if none, Residence: |
Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606
GI Holdco II LLC: 330 Madison Avenue, New York, NY 10017
GI Holdco LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim Partners Investment Management Holdings, LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim Funds Services, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Funds Distributors, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Capital, LLC is a Delaware limited liability company.
Guggenheim Partners, LLC is a Delaware limited liability company.
GI Holdco II LLC is a Delaware limited liability company.
GI Holdco LLC is a Delaware limited liability company.
Guggenheim Partners Investment Management Holdings, LLC is a Delaware limited liability company.
Guggenheim Funds Services, LLC is a Delaware limited liability company.
Guggenheim Funds Distributors, LLC is a Delaware limited liability company.
| | | (d) Title of Class of Securities: |
Common Stock
89148H108
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 10 of 14 Pages |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | x | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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| | (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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| | (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
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| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 11 of 14 Pages |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2018, Guggenheim Capital, LLC may be deemed the beneficial owner of 356,052 Shares, which amount includes 353,823 Shares beneficially owned directly by GFD, and indirectly by Guggenheim Funds Services, LLC, Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II LLC and Guggenheim Partners, LLC and 2,229 Shares beneficially owned directly by the Subsidiaries.
(b) Percent of class:
Each of Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC may be deemed to beneficially own approximately 3.55% of the outstanding shares of Common Stock, and Guggenheim Funds Services, LLC and GFD may be deemed to beneficially own approximately 3.53% of the outstanding shares of Common Stock.
(c) Number of shares as to which the person has:
Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 356,052
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 356,052
Guggenheim Funds Services, LLC, GFD
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 353,823
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 353,823
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 12 of 14 Pages |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
See disclosure in Item 2 herein. Certain unit investment trusts for which GFD acts as sponsor and supervisor have the right to receive or the power to direct the receipt of dividends from or the profits from the sale of the Shares reported herein.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 89148H108 | SCHEDULE 13G/A | Page 13 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
| | Guggenheim Capital, LLC |
| |
| | | | |
| | By: | /s/ Robert A. Saperstein |
| | | Name: | Robert A. Saperstein |
| | | Title: | Authorized Signatory |
| | Guggenheim Partners, LLC |
| | By: Guggenheim Capital, LLC, parent company |
| | | | |
| | By: | /s/ Robert A. Saperstein |
| | | Name: | Robert A. Saperstein |
| | | Title: | Senior Managing Director, Authorized Signatory |
