Full Value Offshore Fund Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bulldog Investors General Partnership

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2016

3. Issuer Name and Ticker or Trading Symbol
FIRST TRUST DIVIDEND & INCOME FUND [ FAV ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	900,023	D
Common Stock(2)	34,486	D
Common Stock(3)	110,922	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Bulldog Investors General Partnership

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Full Value Offshore Fund, Ltd.

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

P250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Opportunity Income Plus LP

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

Explanation of Responses:

1. Shares are held by Bulldog Investors General Partnership. The general partners of Bulldog Investors General Partnership include Opportunity Partners, LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, MCM Opportunity Partners, LP, Steady Gain Partners, LP and Mercury Partners, LP, which together may constitute a group. Each such general partner disclaims beneficial ownership in such shares except to the extent of its pecuniary interest therein.

2. Shares are held by Full Value Offshore Fund, Ltd.

3. Shares are held by Opportunity Income Plus Fund, LP.

	/s/ Phillip Goldstein - Manager of the Managing General Partner - Bulldog Investors General Partnership	02/12/2016
	/s/ Phillip Goldstein - Manager of the General Partner - Full Value Offshore Fund, Ltd.	02/12/2016
	/s/ Phillip Goldstein - Manager of the General Partner - Opportunity Income Plus, LP	02/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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