SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
WESTERN INVESTMENT LLC

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2009
3. Issuer Name and Ticker or Trading Symbol
MBIA CAPITAL/CLAYMORE MAN DUR INV GRD MUNI FUND [ MZF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001(1) 1,011 D
Common Stock, par value $0.001(1) 13,531 I(2) By Western Investment Activism Partners
Common Stock, par value $0.001(1) 230,861 I(3) By Western Investment Hedged Partners
Common Stock, par value $0.001(1) 218,523 I(4) By Western Investment Total Return Fund
Common Stock, par value $0.001(1) 211,296 I(5) By Western Investment Total Return Ptnrs
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap (obligation to sell)(6) 06/25/2008 05/05/2010 Common Stock, par value $0.001 42,886 (7) I(6)(7) By Western Investment Hedged Partners
Equity Swap (obligation to sell)(6) 05/13/2008 05/05/2010 Common Stock, par value $0.001 46,000 (8) I(6)(8) By Western Investment Total Return Fund
Equity Swap (obligation to sell)(6) 06/26/2008 05/05/2010 Common Stock, par value $0.001 46,934 (9) I(6)(9) By Western Investment Total Return Ptnrs
1. Name and Address of Reporting Person*
WESTERN INVESTMENT LLC

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Investment Hedged Partners L.P.

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Investment Activism Partners LLC

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Investment Total Return Partners L.P.

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Investment Total Return Fund Ltd.

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LIPSON ARTHUR D

(Last) (First) (Middle)
7050 S. UNION PARK CENTER
SUITE 590

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each of the Reporting Persons is a member of a Section 13(d) group with respect to the securities of the Issuer that beneficially owns in excess of 10% of the Issuer's outstanding Shares. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the other members of the group. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein.
2. Shares owned directly by Western Investment Activism Partners LLC ("WIAP"). As the managing member of WIAP, Western Investment LLC ("WILLC") may be deemed to beneficially own the Shares owned by WIAP. As the managing member of WILLC, Arthur D. Lipson may be deemed to beneficially own the Shares owned by WIAP. Mr. Lipson and WILLC disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
3. Shares owned directly by Western Investment Hedged Partners L.P. ("WIHP"). As the general partner of WIHP, WILLC may be deemed to beneficially own the Shares owned by WIHP. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the Shares owned by WIHP. Mr. Lipson and WILLC disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
4. Shares owned directly by Western Investment Total Return Fund Ltd. ("WITRL"). As the investment manager of WITRL, WILLC may be deemed to beneficially own the Shares owned by WITRL. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the Shares owned by WITRL. Mr. Lipson and WILLC disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
5. Shares owned directly by Western Investment Total Return Partners L.P. ("WITRP"). As the general partner of WITRP, WILLC may be deemed to beneficially own the Shares owned by WITRP. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the Shares owned by WITRP. Mr. Lipson and WILLC disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
6. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, (the "Act") and the Rules promulgated thereunder, as the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the shares of common stock underlying the cash settled equity swap contracts entered into between a securities broker ("Broker") and each of WIHP, WITRL and WITRP. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the shares of common stock underlying the cash settled equity swap contracts entered into between Broker and WIHP, WITRL and WITRP, respectively. Each of Mr. Lipson and WILLC disclaim such beneficial ownership except to the extent of his or its pecuniary interest therein, if any.
7. By the terms of the equity swap: (i) WIHP will be obligated to pay to Broker the equity notional amount of the shares subject to the equity swap (the "Reference Shares") as of the beginning of the valuation period (which resets monthly), plus interest, and (ii) Broker will be obligated to pay to WIHP the market value of the Reference Shares as of the end of the valuation period. Any dividends received by Broker on the Reference Shares during the term of the equity swap will be paid to WIHP. All balances will be cash settled and there will be no transfer to WIHP of voting or dispositive power over the Reference Shares. The equity swap expires on May 5, 2010.
8. By the terms of the equity swap: (i) WITRL will be obligated to pay to Broker the equity notional amount of the Reference Shares as of the beginning of the valuation period (which resets monthly), plus interest, and (ii) Broker will be obligated to pay to WITRL the market value of the Reference Shares as of the end of the valuation period. Any dividends received by Broker on the Reference Shares during the term of the equity swap will be paid to WITRL. All balances will be cash settled and there will be no transfer to WITRL of voting or dispositive power over the Reference Shares. The equity swap expires on May 5, 2010.
9. By the terms of the equity swap: (i) WITRP will be obligated to pay to Broker the equity notional amount of the Reference Shares as of the beginning of the valuation period (which resets monthly), plus interest, and (ii) Broker will be obligated to pay to WITRP the market value of the Reference Shares as of the end of the valuation period. Any dividends received by Broker on the Reference Shares during the term of the equity swap will be paid to WITRP. All balances will be cash settled and there will be no transfer to WITRP of voting or dispositive power over the Reference Shares. The equity swap expires on May 5, 2010.
Remarks:
By: Western Investment LLC, By: /s/ Arthur D. Lipson, Managing Member 07/02/2009
By: Western Investment Hedged Partners L.P., By: Western Investment LLC, General Partner, By: /s/ Arthur D. Lipson, Managing Member 07/02/2009
By: Western Investment Activism Partners LLC, By: Western Investment LLC, Managing Member, By: /s/ Arthur D. Lipson, Managing Member 07/02/2009
By: Western Investment Total Return Partners L.P., By: Western Investment LLC, General Partner, By: /s/ Arthur D. Lipson, Managing Member 07/02/2009
By: Western Investment Total Return Fund Ltd., By: Western Investment LLC, Investment Manager, By: /s/ Arthur D. Lipson, Managing Member 07/02/2009
/s/ Lipson, Arthur D. 07/02/2009
** 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 5 (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.