SEC Form 3/A · accession 0001365133-15-000004

BOULDER GROWTH & INCOME FUND · BIF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

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, DNY reported net assets of $108,819,429.37 and a NAV per share of $26.18 and FOFI reported net assets of $342,875,845.30 and a NAV per share of $11.93. Holders of DNY shares received 2.439214 BIF Shares for each DNY 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, the Mildred B. Horejsi Trust received (i) 2,513,229 BIF Shares (and cash for fractional shares, if any) for its 1,030,344 shares of DNY and (ii) 3,030,466 BIF Shares (and cash for fractional shares, if any) for its 2,725,929 shares of FOFI.
• F4The trustees of the Mildred B. Horejsi Trust (the "Trust") are Alaska Trust Company ("Alaska Trust"), Susan L. Ciciora and Brian Sippy. 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. Sippy 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, Ernest Horejsi Trust No. 1B, 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 3/A (this "Amendment") is being filed by the Reporting Person to amend and restate in its entirety the Form 3 originally filed by the Reporting Person with the Securities and Exchange Commission on March 24, 2015 (the "Original Form 3"). This Amendment revises the Original Form 3 by (i) correcting the amount of securities beneficially owned following the Reorganization in Column 2 of Table I, which exact amount was unknown at the time of filing the Original Form 3, (ii) correcting the aggregate amount of BIF shares owned by the Horejsi Affiliates, which exact amount was unknown at the time of filing of the Original Form 3 and (iii) amending the footnotes to provide more adequate disclosure of the Reorganization.