| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TORTOISE MLP FUND, INC. [ NTG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/24/2013 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 4.29% Senior Notes Series D due Dec. 15, 2020 | 07/31/2013 | J | 1,000,000(2) | A | $1,079,960(5) | $14,000,000(1) | I | See footnote.(3) | ||
| 2.48% Senior Notes Series A due Dec. 15, 2013 | 08/02/2013 | J | 10,000,000 | D | $0 | $0 | I | See footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Incorrectly reported as $13,000,000 on amendment dated 11/21/2013. |
| 2. Incorrectly reported in shares rather than US dollars on amendment dated 11/21/2013 |
| 3. $13,000,000 directly owned by Sun Life Assurance Company of Canada, a wholly-owned subsidiary of Sun Life Financial Inc. and $1,000,000 directly owned by Sun Life and Health Insurance Company (U.S.), an indirectly wholly-owned subsidiary of Sun Life Financial Inc. |
| 4. Securities were owned by Sun Life Assurance Company of Canada, a wholly-owned subsidiary of Sun Life Financial Inc., prior to prepayment. |
| 5. Paid by the direct owner, Sun Life and Health Insurance Company (U.S.) and not by the indirect owner, Sun Life Financial Inc. |
| Remarks: |
| $10,000,000 of 2.48% Senior Notes Series A due Dec. 15, 2013 were incorrectly reported as due Dec. 15, 2020 and as owned indirectly by Sun Life Financial Inc., and directly by Sun Life Assurance Company of Canada, on August 2, 2013 in Form 4 filing made on October 24, 2013, when such Series A Notes had previously been prepaid in full by the issuer and were no longer outstanding. As noted in November 21, 2013 amendment, Sun Life and Health Insurance Company (U.S.) does not have a CIK or CCC number. Its address is One Sun Life Executive Park, Wellesley Hills, MA 02481. |
| /s/Stephen C. Peacher, Authorized Signer for Sun Life Financial Inc., Sun Life Assurance Company of Canada and Sun Life and Health Insurance Company (U.S.) | 11/27/2013 | |
| /s/John T. Donnelly, Authorized Signer for Sun Life Financial Inc., Sun Life Assurance Company of Canada and Sun Life and Health Insurance Company (U.S.) | 11/27/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||