0001462180-13-000027.txt : 20130710 0001462180-13-000027.hdr.sgml : 20130710 20130710170248 ACCESSION NUMBER: 0001462180-13-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130710 DATE AS OF CHANGE: 20130710 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: BULLDOG INVESTORS, LLC GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC III CENTRAL INDEX KEY: 0000896161 IRS NUMBER: 411739732 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52379 FILM NUMBER: 13962349 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC- MN-H04N CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-303-7987 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC- MN-H04N CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN STRATEGIC INCOME INC III DATE OF NAME CHANGE: 19930426 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 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 7/10/13 1. NAME OF REPORTING PERSON Bulldog Investors Funds, Bulldog Investors LLC (f/k/a Brooklyn Capital Management, LLC), Phillip Goldstein, Andrew Dakos, and Steven Samuels 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 1,153,122 8. SHARED VOTING POWER 1,099,553 9. SOLE DISPOSITIVE POWER 1,153,122 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,099,553 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,252,675 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 10.55% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #4 to the schedule 13d filed february 27, 2012. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION Letter sent to Company's Secretary. See attached Exhibit A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N-CSR filed on October 30, 2012 there were 21,356,023 shares of common stock outstanding as of 08/30/2012 The percentages set forth herein were derived using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a registered investment adviser. As of July 10, 2013, Bulldog Investors, LLC is deemed to be the beneficial owner of 2,252,675 shares of CSP (representing 10.55% of CSP's outstanding shares) solely by virtue of Bulldog Investors, LLC's power to direct the vote of, and dispose of, these shares. These 2,252,675 shares of CSP include 1,153,122 shares (representing 5.40% of CSP's outstanding shares) that are beneficially owned by the following entities over which Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP, and MCM Opportunity Partners, LP. (collectively, the Bulldog Investors Funds). The Bulldog Investors Funds may be deemed to constitute a group. All other shares included in the aforementioned 2,252,675 shares of CSP beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to sell or direct the vote of these shares) are also beneficially owned by clients of Bulldog Investors, LLC who are not members of any group. The total number of these "non-group" shares is 1,099,553 shares (representing 5.15% of CSP's outstanding shares). c) During the last 60 days no shares of CSP were purchased or sold. 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 Exhibit A Agreement to joint file. See exhibit B 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: 07/10/2013 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Exhibit A: Full Value Partners L.P., 250 Pehle Ave, Suite 708, Saddle Brook, NJ 07663 (201) 556-0092 // Fax: (201)556-0097 // pgoldstein@bulldoginvestors.com June 26, 2013 Richard J. Ertel Secretary American Strategic Income Portfolio Inc. III 800 Nicollet Mall Minneapolis, Minnesota 55402 Dear Mr. Ertel: Full Value Partners L.P. is the beneficial owner of shares American Strategic Income Portfolio Inc. III (the "Fund") valued in excess of $2,000 and has held these shares for more than 12 months. We intend to continue to hold our shares through the next meeting of stockholders. We hereby submit the following proposal and supporting statement pursuant to rule 14a-8 of the Securities Exchange Act of 1934 for inclusion in management's proxy materials for the next meeting of stockholders for which this proposal is timely submitted. RESOLVED: It is recommended that shareholders be afforded an opportunity to realize a price at close to Fund's net asset value for their shares. SUPPORTING STATEMENT As of June 26, 2013, the Fund's shares closed at $6.73, a discount of 14.4% from their net asset value of $7.86 per share. Over the past five years, the average discount has been greater than 13%. We believe shareholders should now be afforded an opportunity to realize NAV for their shares. There are a number of ways to achieve this objective including converting the Fund to an open-end fund which would allow daily redemptions, or to an interval fund which would conduct periodic self-tender offers at or close to NAV. If you would like to be able to sell your shares at or close to NAV rather than at a double-digit discount, please vote in favor of this proposal. Very truly yours, /S/Phillip Goldstein Phillip Goldstein Principal Exhibt B: Agreement to Make Joint Filing Agreement made as of the 10th day of July, 2013, by and among Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of American Strategic Income Portfolio Inc. III (CSP), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of CSP; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By: /s/ Phillip Goldstein By: /s/ Andrew Dakos Phillip Goldstein Andrew Dakos BULLDOG INVESTORS, LLC By: /s/ Steven Samuels By: /s/Andrew Dakos Steven Samuels Andrew Dakos, Member