SEC Form 4/A · accession 0001567619-18-005573

Tortoise Midstream Energy Fund, Inc. · NTG

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.

Reporting owner

H Kevin Birzer

Director · Other

Period of report

Jul 24, 2018

Accepted (ET)

Nov 9, 2018 · 4:30 pm EST

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 Stock^F1,F2,F3,F4	Jul 24, 2018	X	5,711	—	A	13,002	D
Common Stock	holding	—	—		—	252	I	By spouse as custodian of children's accounts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Oversubscription Privilege (contingent right to buy)^F1,F2,F3,F4	—	Jul 24, 2018	X	5,711	D	Jun 19, 2018	Jul 18, 2018	Common Stock	5,711	0	D

Explanation of responses

F1On 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 Stockholder"), 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 entitled their holders to purchase one new common share for every three Rights held; however, any Record Date Stockholder who owned fewer than three common shares as of the record date was entitled to subscribe for one common share. The subscription price per common share was $14.64 (the "basic subscription privilege").
F2The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $14.64 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 subscription rights expired on July 18, 2018 at 5:00 p.m. Eastern time. Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privileges based on the number of common shares of the Fund each of those Rights holders owned on the record date and subject to the amount of shares such holder subscribed for.
F3On July 10, 2018, the reporting person exercised his basic subscription rights and oversubscription privileges in full to purchase common shares of the Fund issued in the Rights Offering. The reporting person purchased 1,823 common shares of the Fund from the exercise of his basic subscription rights (previously reported in a Form 4 filed on July 12, 2018), plus an additional 5,711 common shares of the Fund pursuant to the oversubscription privileges associated with the reporting person's subscription rights on the basis of the Fund's allocation of common shares, as of the closing of the subscription period. On July 24, 2018, the third-party subscription agent for the Rights Offering determined the allocations to be made to the Record Date Shareholders who exercised their oversubscription privileges.
F4This Form 4 amendment is being filed to correct the original Form 4 filing on 7/26/18 to revise the number of shares acquired and number of derivative securities disposed of pursuant to the oversubscription privilege from 6000 to 5711. The numbers originally reported inadvertently reflected the number of shares oversubscribed for rather than the actual number allocated as determined by the third-party subscription agent for the Rights Offering pursuant to the reporting person's exercise of their oversubscription privilege.