0001462180-12-000058.txt : 20120817 0001462180-12-000058.hdr.sgml : 20120817 20120817153339 ACCESSION NUMBER: 0001462180-12-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120817 DATE AS OF CHANGE: 20120817 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BROOKLYN CAPITAL MANAGEMENT GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Vance Risk-Managed Diversified Equity Income Fund CENTRAL INDEX KEY: 0001395325 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86912 FILM NUMBER: 121042593 BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: Eaton Vance Risk-Managed Equity Income Fund DATE OF NAME CHANGE: 20070404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 8/7/12 1. NAME OF REPORTING PERSON Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 4,949,140 8. SHARED VOTING POWER 943,835 9. SOLE DISPOSITIVE POWER 5,892,975 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 5,892,975 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.08% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #1 to the schedule 13d filed July 19, 2012. Except as specifically set forth herein, the schedule 13d remains unmodified. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N-CSRS filed on February 27, 2012 there were 72,958,783 shares of common stock outstanding as of 12/31/2011 The percentage set forth in item 5 was derived using such number. Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 5,892,975 shares of ETJ or 8.08% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) Since the filing on 7/19/12 the following shares of ETJ were purchased: Date: Shares: Price: 07/19/12 84,600 10.4654 07/30/12 310,000 10.4063 07/31/12 700 10.4100 08/01/12 157,300 10.4867 08/02/12 80,000 10.4594 08/03/12 41,600 10.5544 08/06/12 15,768 10.5400 08/07/12 90,895 10.5504 08/08/12 17,200 10.5337 08/10/12 32,600 10.5018 08/13/12 250,000 10.5009 08/14/12 150,000 10.5256 08/14/12 10,000 10.5363 08/15/12 7,195 10.5000 08/15/12 10,000 10.5160 08/16/12 8,700 10.5400 08/16/12 50,000 10.5369 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 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. Dated: 8/17/2012 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos