UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WESTERN ASSET VARIABLE RATE STRATEGIC FUND INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
957667108
(CUSIP Number)
Relative Value Partners, LLC, 1033 Skokie Blvd, Suite 470
Northbrook, IL 60062, 847-513-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 957667108 13D Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Relative Value Partners, LLC TIN 20-1026469
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (see instructions)
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER: 1,693,732
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 1,693,732
10. SHARED DISPOSITIVE POWER: 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,693,732
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.40%
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14. TYPE OF REPORTING PERSON (see instructions)
IA
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CUSIP No. 957667108 13D Page 3 of 5 Pages
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This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed on
behalf of the Reporting Person to amend the Schedule 13D related to the Common
Stock of the Issuer previously filed by the Reporting Person with the Securities
and Exchange Commission on May 21, 2015 (as amended, the "Schedule 13D"). This
Amendment No. 1 is being filed to report a change in beneficial ownership
relating to the disposition of shares of Common Stock of the Issuer by the
Reporting Person. Each capitalized term used and not defined herein shall have
the meaning assigned to such term in the Schedule 13D. Except as otherwise
provided herein, each Item of the Schedule 13D remains unchanged.
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Item 3. Source or Amount of Funds or Other Consideration.
Item 3 is hereby supplemented to add the following:
The Reporting Person has acquired additional Shares on behalf of the advisory
clients whom the Reporting Person serves. All funds are client funds, including
advisory client funds that are funds of the principals of the Reporting Person.
Individual advisory client accounts may be levered, but the Reporting person as
a whole has not borrowed or leveraged any assets to facilitate purchases of the
Issuer, nor will it do so for any purchases in the future.
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Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Person plans to continue acquiring Shares of the Issuer on the
open market for the purpose of acquiring more influence over the Board of
Directors, and as long as the Reporting Person believes that the Shares
represent an attractive investment opportunity.
The Reporting Person may engage in discussions with management, the Board of
Directors, other shareholders of the Issuer and other relevant parties,
including representatives of any of the foregoing, concerning the Reporting
Person's investment in the Shares and the Issuer, including, without limitation,
matters concerning the Issuer's business, operations, governance, management,
capitalization and strategic plans. The Reportig Person may exchange information
with any persons pursuant to appropriate confidentiality or similar agreements
or otherwise, work togethers with any persons pursuant to joint agreements or
otherwise, propose changes in the Issuer's business, operations, governance,
management, capitalization or strategic plans, or propose or engage in one or
more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule
13D.
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CUSIP No. 957667108 13D Page 4 of 5 Pages
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The following disclosures are based on 6,669,153 shares of the Common Stock
outstanding as reported by Bloomberg as of June 3, 2015, the date by which the
Reporting Person became required to file this statement:
(a) The Reporting Person owns 1,693,732 shares of Common Stock, representing
approximately 25.40% of the outstanding Common Stock of the Issuer.
(b) The Reporting Person has sole power of these Shares to vote or direct the
vote, or dispose or to direct the disposition.
(c) Since the filing of Schedule 13D, the Reporting Person purchased an
aggregate of 81,795 Shares on the open market at an aggregate purchase price
(excluding trading commissions and related administrative costs) of
$1,344,262.41 and sold an aggregate of 8,234 Shares on the open market for a
total (excluding trading commissions and related administrative costs) of
$134,599.09, as follows:
--- On May 14, 2015, the Reporting Person sold 2,095 Shares at an average
price of $16.38 per share;
--- On May 15, 2015, the Reporting Person sold 164 Shares at an average
price of $16.34 per share;
--- On May 18, 2015, the Reporting Person sold 1,215 Shares at an average
price of $16.35 per share;
--- On May 19, 2015, the Reporting Person sold 193 Shares at an average
price of $16.25 per share;
--- On May 20, 2015, the Reporting Person sold 339 Shares at an average
price of $16.22 per share;
--- On May 27, 2015, the Reporting Person sold 806 Shares at an average
price of $16.30 per share;
--- On May 28, 2015, the Reporting Person sold 171 Shares at an average
price of $16.28 per share;
--- On May 29, 2015, the Reporting Person sold 1,972 Shares at an average
price of $16.34 per share;
--- On June 1, 2015, the Reporting Person bought 36,339 Shares at an average
price of $16.39 per share, and sold 980 Shares at an average price of
$16.38 per share;
--- On June 2, 2015, the Reporting Person bought 27,156 Shares at an average
price of $16.45 per share, and sold 299 Shares at an average price of
$16.41 per share;
--- On June 3, 2015, the Reporting Person bought 18,300 Shares at an average
price of $16.50 per share.
In addition to these transactions on the open market effected by the Reporting
Person, May 26, 2015, 478 Shares were transferred out of the Reporting Person's
control by clients the Reporting Person serves, and on May 29, 2015,
approximately 6 Shares were acquired through dividend reinvestments due to
custodian error.
(d) To the knowledge of the Reporting Person, other than described in this
Schedule 13D, no other person is known to have the right to receive or the
powerto direct the receipt of dividends from, or the proceeds from the sale
of shares owned by it.
(e) Not applicable.
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CUSIP No. 957667108 13D Page 5 of 5 Pages
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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.
Relative Value Partners, LLC
June 8, 2015
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DATE
/s/ MAURY FERTIG
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SIGNATURE
MAURY FERTIG/MANAGING MEMBER
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NAME/TITLE