SEC Form 4/A · accession 0001091477-15-000004
BOULDER GROWTH & INCOME FUND · BIF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Mar 20, 2015
Accepted (ET)
May 5, 2015 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000102426
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4,F5 | Mar 20, 2015 | P$0 | 9,324,543 | — | A | 16,373,154 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 20, 2015, Boulder Total Return Fund, Inc. ("BTF"), The Denali Fund Inc. ("DNY") and First Opportunity Fund, Inc. ("FOFI") reorganized into Boulder Growth & Income Fund, Inc. ("BIF") (the "Reorganization") pursuant to that certain Agreement and Plan of Reorganization, dated as of March 5, 2015 (the "Agreement").
- F2Pursuant to the Agreement, BIF acquired all of the assets and liabilities of BTF, DNY and FOFI in exchange for common shares of BIF (the "BIF Shares"). The Reorganization occurred based on the relative net asset values ("NAV") of BIF, BTF, DNY and FOFI as of the close of regular trading on the New York Stock Exchange on March 20, 2015. At such time, BIF reported net assets of $273,608,352.67 and a NAV per share of $10.73 and BTF reported net assets of $413,286,769.95 and a NAV per share of $33.50. Holders of BTF shares received 3.121182 BIF Shares for each BTF share owned. Fractional shares were paid in cash.
- F3In connection with the Reorganization, the Ernest Horejsi Trust No. 1B received 9,324,543 BIF Shares (and cash for fractional shares, if any) for its 2,987,504 shares of BTF.
- F4The trustees of the Ernest Horejsi Trust No. 1B (the "Trust") are Alaska Trust Company ("Alaska Trust"), Susan L. Ciciora and Larry Dunlap. Such trustees may be deemed to control the Trust and may be deemed to possess indirect beneficial ownership of the shares held by the Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over shares held by the Trust. Accordingly, Alaska Trust, Ms. Ciciora and Mr. Dunlap disclaim beneficial ownership of the shares beneficially owned, directly or indirectly, by the Trust. In addition to serving as a trustee, Ms. Ciciora is also a beneficiary of the Trust. As a result of his advisory role with the Trust, Stewart R. Horejsi may be deemed to have indirect beneficial ownership of the shares directly beneficially owned by the Trust. However, Mr. Horejsi disclaims such beneficial ownership of the shares directly beneficially held by the Trust.
- F5The Trust and trusts, persons and entities affiliated with the reporting person(s), including Evergreen Atlantic, LLC, Lola Brown Trust No. 1B, Mildred B. Horejsi Trust, Stewart West Indies Trust, Stewart R. Horejsi Trust No. 2, Susan L. Ciciora Trust, Susan L. Ciciora and Ellen O. Cooper (the "Horejsi Affiliates"), own an aggregate of 45,444,843 shares of BIF.
Remarks
This Form 4/A (this "Amendment") is being filed by the Reporting Person to amend and restate in its entirety the Form 4 originally filed by the Reporting Person with the Securities and Exchange Commission on March 24, 2015 (the "Original Form 4"). This Amendment revises the Original Form 4 by (i) correcting the aggregate amount of BIF shares owned by the Horejsi Affiliates, which exact number was unknown at the time of filing the Original Form 4 and (ii) amending the footnotes to provide more adequate disclosure of the Reorganization.