0001504304-14-000015.txt : 20140409 0001504304-14-000015.hdr.sgml : 20140409 20140409155009 ACCESSION NUMBER: 0001504304-14-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140409 DATE AS OF CHANGE: 20140409 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS. LLC GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS 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: 14753522 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, LLC CENTRAL INDEX KEY: 0001504304 IRS NUMBER: 270926182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: Brooklyn Capital Management LLC DATE OF NAME CHANGE: 20101026 SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 4/8/14 1. NAME OF REPORTING PERSON Bulldog Investors, LLC 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] 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 DE ___________________________________________________________ 7. SOLE VOTING POWER 1,754,259 8. SHARED VOTING POWER 1,526,409 9. SOLE DISPOSITIVE POWER 1,754,259 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,526,409 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,280,668 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.93% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 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 1,754,259 8. SHARED VOTING POWER 1,526,409 9. SOLE DISPOSITIVE POWER 1,754,259 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,526,409 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,280,668 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.93% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] 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 1,754,259 8. SHARED VOTING POWER 1,526,409 9. SOLE DISPOSITIVE POWER 1,754,259 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,526,409 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,280,668 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.93% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Steven Samuels 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] 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 1,754,259 8. SHARED VOTING POWER 1,526,409 9. SOLE DISPOSITIVE POWER 1,754,259 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 1,526,409 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,280,668 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.93% 14. TYPE OF REPORTING PERSON IN _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #4 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 DEF14A filed on February 27, 2014 there were 66,531,441 shares of common stock outstanding as of 2/12/14. The percentages set forth herein were derived using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a registered investment advisor. As of April 8, 2014, Bulldog Investors, LLC is deemed to be the beneficial owner of 3,280,668 shares of ETJ by virtue of Bulldog Investors, LLC's power to direct the vote of, and dispose of, these shares. These 3,280,668 shares of ETJ include 1,754,259 shares (representing 2.64% of ETJ's outstanding shares) that are beneficially owned by (1) Mr. Goldstein and (2) 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, Bulldog Investors Funds). Bulldog Investors Funds and Mr. Goldstein may be deemed to constitute a group. All other shares included in the aforementioned 3,280,668 shares of ETJ 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 1,526,409 shares (representing 2.29% of ETJ's outstanding shares). c) Since the last filing on 2/19/14 the following shares of ETJ were sold: Date: Shares: Price: 02/19/14 (5,000) 11.5010 02/19/14 (43,902) 11.4543 02/20/14 (4,600) 11.4632 02/25/14 (31,584) 11.4837 02/26/14 (10,150) 11.4746 02/27/14 (16,922) 11.4902 02/28/14 (11,700) 11.5331 03/03/14 (75,000) 11.4410 03/06/14 (11,100) 11.5820 03/07/14 (31,928) 11.5513 03/10/14 (36,900) 11.5442 03/11/14 (4,457) 11.5200 03/12/14 (50,000) 11.5134 03/13/14 (32,798) 11.4747 03/14/14 (18,024) 11.4310 03/18/14 (13,489) 11.5339 03/19/14 (38,325) 11.5140 03/20/14 (9,500) 11.4004 03/21/14 (30,401) 11.4101 03/24/14 (50,000) 11.3405 03/25/14 (44,300) 11.3399 03/26/14 (72,726) 11.3372 03/27/14 (50,700) 11.2476 03/28/14 (51,721) 11.2690 03/31/14 (36,700) 11.3379 04/01/14 (5,100) 11.3716 04/04/14 (38,100) 11.3023 04/07/14 (25,200) 11.1683 04/08/14 (48,200) 11.1673 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: 4/9/2014 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Bulldog Investors, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein.