0001504304-13-000034.txt : 20131218 0001504304-13-000034.hdr.sgml : 20131218 20131217181144 ACCESSION NUMBER: 0001504304-13-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131218 DATE AS OF CHANGE: 20131217 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS, LLC GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAVELIN MORTGAGE INVESTMENT CORP. CENTRAL INDEX KEY: 0001552890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 455517523 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87204 FILM NUMBER: 131283340 BUSINESS ADDRESS: STREET 1: 3001 OCEAN DRIVE STREET 2: SUITE 201 CITY: VERO BEACH STATE: FL ZIP: 32963 BUSINESS PHONE: 772-617-4340 MAIL ADDRESS: STREET 1: 3001 OCEAN DRIVE STREET 2: SUITE 201 CITY: VERO BEACH STATE: FL ZIP: 32963 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 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 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 12/11/13 1. NAME OF REPORTING PERSON Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, 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 DE ___________________________________________________________ 7. SOLE VOTING POWER 181,312 8. SHARED VOTING POWER 186,300 9. SOLE DISPOSITIVE POWER 181,312 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 186,300 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 367,612 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 2.72% 14. TYPE OF REPORTING PERSON IA, IN _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #3 to the schedule 13d filed August 16, 2013. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION Bulldog Investors, LLC has entered into a Purchase Agreement with JMI to sell 516,000 shares pursuant to JMI's share repurchase program. Bulldog Investors, LLC has also entered into a Standstill Agreement with JMI and in connection therewith has withdrawn its slate of nominees for election to JMI's Board of Directors and has agreed to vote its remaining shares in support of JMI's director nominees. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the 10-Q filed on August 5, 2013, there were 13,500,050 shares outstanding as of August 2, 2013. 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 12/16/2013, Bulldog Investors, LLC is deemed to be the beneficial owner of 367,612 shares of JMI (representing 2.72% of JMI's outstanding shares) solely by virtue of Bulldog Investors, LLC's power to direct the vote of, and dispose of, these shares. These 367,612 shares of JMI include 181,312 shares (representing 1.34% of JMI'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 367,853 shares of JMI 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 186,300 shares (representing 1.38% of JMI's outstanding shares). c) Since the last filing on 11/22/13 the following shares of JMI were sold: 12/10/13 (43,045) 12.8085 12/10/13 (50,605) 12.7759 12/11/13 (55,041) 12.8005 12/16/13 (516,000) 12.7574 d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Bulldog Investors, LLC has entered into a Purchase Agreement with JMI to sell 516,000 shares pursuant to JMI's share repurchase program. Bulldog Investors, LLC has also entered into a Standstill Agreement with JMI and in connection therewith, among other things, has withdrawn its slate of nominees for election to JMI's Board of Directors and has agreed to vote its remaining shares in support of JMI's director nominees. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The Purchase Agreement and Standstill Agreement have been filed as Exhibits to JMI's Form 8-k filed on December 16, 2013. Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. 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: 12/17/2013 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