SEC Form 4 · accession 0001140361-18-032109
Tortoise Midstream Energy Fund, Inc. · NTG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
P. Bradley Adams
Officer — CEO & Princ Financial Officer
Period of report
Jun 1, 2018
Accepted (ET)
Jul 11, 2018 · 12:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001490286
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 1, 2018 | L | 2 | $18.60 | A | 1,899 | D | |
| Common StockF2,F3,F4 | Jul 9, 2018 | X | 252 | — | A | 2,165 | D | |
| Common StockF2,F3 | Jul 10, 2018 | X | 386 | — | A | 2,551 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transferable Subscription Rights (Right to Buy)F2,F3 | — | Jul 9, 2018 | X | 756 | D | Jun 19, 2018 | Jul 18, 2018 | Common Stock | 252 | 1,159 | D |
| Transferable Subscription Rights (Right to Buy)F2,F3 | — | Jul 10, 2018 | X | 1,158 | D | Jun 19, 2018 | Jul 18, 2018 | Common Stock | 386 | 1 | D |
| Transferable Subscription Rights (Right to Buy)F2,F3 | — | Jul 10, 2018 | S | 1 | D | Jun 19, 2018 | Jul 18, 2018 | Common Stock | 0 | 0 | D |
Explanation of responses
- F1Automatic reinvestment of distribution by broker not made at the Tortoise MLP Fund, Inc. dividend reinvestment plan price. This transaction is being voluntarily reported early on Form 4.
- F2On June 7, 2018, Tortoise MLP Fund, Inc. (the "Fund") announced the terms of a pro rata offering of transferable rights (the "Rights") to holders of the Fund's common shares, as of the record date of June 19, 2018 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 15,802,094 of the Fund's common shares. Record Date Shareholders received one Right for each outstanding whole common share held on the record date. The Rights entitle their holders to purchase one new common share for every three Rights held; however, any Record Date Stockholder who owns fewer than three common shares as of the Record Date will be entitled to subscribe for one common share. The subscription price per common share is an estimated $16.54 (the "basic subscription privilege").
- F3The Rights Offering also includes an oversubscription privilege, which will entitle holders who fully exercise their basic subscription privilege the right to purchase, at an estimated price of $16.54 per common share, additional common shares of the Fund, subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The reporting person exercised his basic subscription privilege and oversubscription privilege, and expects to participate in the Fund's allocation of available shares at the close of the subscription period. The reporting person exercised his basic subscription privilege in full. The subscription rights will expire if they are not exercised by 5:00 p.m. Eastern time on July 18, 2018 (unless otherwise extended).
- F4Includes 14.33 shares acquired under the Tortoise MLP Fund, Inc. dividend reinvestment plan.