SEC Form 4/A · accession 0001245551-15-000004
BOULDER GROWTH & INCOME FUND · BIF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Mar 20, 2015 | A | 3,745 | — | A | 13,745 | D | |
| Common StockF2,F4 | Mar 20, 2015 | A | 12,117 | — | A | 25,862 | D | |
| Common StockF2,F5,F7 | Mar 20, 2015 | P$0 | 8,729 | — | A | 28,863 | I | By Self as member of Erma Miller, LLC |
| Common StockF2,F6,F7 | Mar 20, 2015 | P$0 | 13,507 | — | A | 42,370 | I | By Self as member of Erma Miller, LLC |
Table II — derivative securities
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"). Pursuant 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").
- F2The 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, BTF reported net assets of $413,286,769.95 and a NAV per share of $33.50, and FOFI reported net assets of $342,875,845.30 and a NAV per share of $11.93. Holders of BTF shares received 3.121182 BIF Shares for each BTF share owned and holders of FOFI shares received 1.111719 BIF Shares for each FOFI share owned. Fractional shares were paid in cash.
- F3In connection with the Reorganization, Mr. Miller received 3,745 BIF Shares (and cash for fractional shares, if any) for his 1,200 shares of BTF.
- F4In connection with the Reorganization, Mr. Miller received 12,117 BIF Shares (and cash for fractional shares, if any) for his 10,900 shares of FOFI.
- F5In connection with the Reorganization, Erma Miller, LLC received 8,729 BIF Shares (and cash for fractional shares, if any) for its 2,797 shares of BTF.
- F6In connection with the Reorganization, Erma Miller, LLC received 13,507 BIF Shares (and cash for fractional shares, if any) for its 12,150 shares of FOFI.
- F7In addition to the 25,862 Shares of BIF that Mr. Miller owns directly, Mr. Miller also owns 42,370 shares indirectly as a member of Erma Miller, LLC. The members of Erma Miller, LLC ("EMLLC") are Erma Miller, Stephen C. Miller, William Miller, Susan Roof, and Cynthia Ziegler. Such members may be deemed to control EMLLC and may be deemed to possess indirect beneficial ownership of the shares held by EMLLC. Stephen C. Miller and Erma Miller, acting alone, can vote or exercise dispositive authority over shares held by EMLLC.
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 certain transaction codes in Column 3 of Table I to reflect that the acquisition of certain shares were exempt transactions under Rule 16b-3(d) and not an open market or private purchase of non-derivative or derivative securities, (ii) correcting the amount of securities acquired pursuant to the Reorganization in Column 4 of Table I, which exact amount was unknown at the time of filing the Original Form 4, (iii) correcting the amount of securities beneficially owned following the Reorganization in Column 5 of Table I, (iv) indicating the amount of securities acquired pursuant to the Reorganization of which Mr. Miller may be deemed to possess indirect beneficial ownership, and (v) amending the footnotes to provide more adequate disclosure of the Reorganization.