Brendon J Fischer Form 4 BOULDER GROWTH & INCOME FUND / BRENDON J FISCHER 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^*

FISCHER BRENDON J

(Last) (First) (Middle)

2344 SPRUCE STREET, SUITE A

(Street)

BOULDER CO 80302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOULDER GROWTH & INCOME FUND [ BIF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2015

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	03/20/2015		P(1)		2,574	A	(1)(2)	4,874	D
Common Stock	03/20/2015		P(1)		2,195	A	(1)(3)	7,069	D
Common Stock	03/20/2015		P(1)		10,311	A	(1)(4)	17,380	D

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. Received in exchange for 825 shares of Boulder Total Return Fund, Inc. (BTF) common stock, 900 shares of The Denali Fund Inc. (DNY) common stock and 9,275 shares of First Opportunity Fund, Inc. (FOFI) common stock pursuant to an Agreement and Plan of Reorganization between the Issuer the foregoing funds (the "Merger").

2. On March 20, 2015, the effective date of the Merger, Shares of Issuer were exchanged for shares of BTF at a conversion rate of 3.121182 Shares of Issuer's common stock (net asset value $10.73 per share) for each share of BTF's common stock (net asset value $33.50 per share).

3. On March 20, 2015, the effective date of the Merger, Shares of Issuer were exchanged for shares of DNY at a conversion rate of 2.439214 Shares of Issuer's common stock (net asset value $10.73 per share) for each share of DNY's common stock (net asset value $26.18 per share).

4. On March 20, 2015, the effective date of the Merger, Shares of Issuer were exchanged for shares of FOFI at a conversion rate of 1.111719 Shares of Issuer's common stock (net asset value $10.73 per share) for each share of FOFI's common stock (net asset value $11.93 per share).

	Brendon J. Fischer	03/24/2015
	** 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).
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