UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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Item 1.

(a)

Name of Issuer

LMP Corporate Loan Fund Inc.

(b)

Address of Issuer’s Principal Executive Offices

Legg Mason Partners

620 Eighth Avenue

New York, NY 10018

Item 2.

(a)

Name of Persons Filing

Dean Investment Associates, LLC

C.H. Dean, LLC

The C.H. Dean Companies, LLC

Dean Capital Management, LLC

(b)

Address of Principal Business Office or, if none, Residence

Dean Investment Associates, LLC

3500 Pentagon Blvd, Suite 200

Beavercreek, OH 45431

C.H. Dean, LLC

3500 Pentagon Blvd, Suite 200

Beavercreek, OH 45431

The C.H. Dean Companies, LLC

3500 Pentagon Blvd, Suite 200

Beavercreek, OH 45431

Dean Capital Management, LLC

7450 W. 130^th Street, Suite 150

Overland Park, KS 66213

(c)

Citizenship

Dean Investment Associates, LLC – Ohio, USA

C.H. Dean, LLC – Ohio, USA

The C.H. Dean Companies, LLC – Ohio, USA

Dean Capital Management, LLC – Kansas, USA

(d)

Title of Class of Securities

Common Stock, par value $.001 per share

(e)

CUSIP Number

50208B100

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	☒	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	Group, in accordance with§240.13d-1(b)(1)(ii)(J).

 

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Item 4.  Ownership.

The securities reported on herein are beneficially owned by one or more managed accounts which, pursuant to advisory contracts, are advised by Dean Investment Associates, LLC (“DIA”), and sub-advised by Dean Capital Management, LLC (“DCM”).  DIA is a wholly-owned subsidiary of C.H. Dean, LLC (“CHD”), which, in-turn, is a wholly-owned subsidiary of The C.H. Dean Companies, LLC (“CHDC”).  DCM is a less than majority-owned subsidiary of CHD.  Pursuant to the advisory contracts referred to above, all investment power over the securities owned by such advisory clients is granted to DCM and DIA, and all voting power over such securities is granted to DIA.  Therefore, each of DIA, DCM, CHD, and CHDC may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities covered by this statement.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Item 5.  Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following* ☐.

Not applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable

Item 8.  Identification and Classification of Members of the Group

Not applicable

Item 9.  Notice of Dissolution of Group

Not applicable

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Item 10.  Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Exhibit A

 

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock, $.001 par value per share, of LMP Corporate Loan Fund Inc. and that this agreement be included as an Exhibit to such filing and any amendment thereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 12, 2015.