-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NDLmWDmz6hLjz5fRwmCVliI9Iue4Sr2JOkdptCpAVcHt5/Osr5RRpGBP7/Q1ELqB VSfZA57NOz1/EVHh7GKnKQ== 0001364773-07-000010.txt : 20070613 0001364773-07-000010.hdr.sgml : 20070613 20070613140008 ACCESSION NUMBER: 0001364773-07-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GENERAL PARTNERSHIP GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFS GOVERNMENT MARKETS INCOME TRUST CENTRAL INDEX KEY: 0000811922 IRS NUMBER: 046565627 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47869 FILM NUMBER: 07917105 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON ST STREET 2: 15TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 18006372929 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 15TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors General Partnership CENTRAL INDEX KEY: 0001364773 IRS NUMBER: 562585535 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 mgfthird.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 6/13/07 1. NAME OF REPORTING PERSON Bulldog Investors General Partnership, 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 4,754,925 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 4,754,925 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 4,754,925 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.26% 14. TYPE OF REPORTING PERSON IA The following constitutes amendment # 1 to the schedule 13d filed by the reporting persons on 5/1/2007. This amendment # 1 amends the schedule 13d as specifically set forth. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION On June 12, 2007 the reporting persons advised the issuer they intend to nominate 4 persons for election as trustees (see exhibit 1). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) -b) As per the N-CSR filed on 2/2/2007 there were 51,332,555 shares of MGF outstanding as of 11/30/06. The percentage set forth in item 5 was derived using such number. BIGP, Phillip Goldstein, Andrew Dakos and accounts managed by the reporting persons beneficially own an aggregate of 4,754,925 shares of MGF or 9.26% of the outstanding shares. Power to dispose and vote securities lie solely with Phillip Goldstein and Andrew Dakos. c) During the past 60 days the following shares of MGF were purchased (there were no sales) unless previously reported: Date # of shares Price 6/11/2007 12400 $6.5500 6/11/2007 2000 $6.5500 6/11/2007 2000 $6.5500 6/8/2007 20000 $6.5733 6/8/2007 2000 $6.5733 6/8/2007 5000 $6.5733 6/8/2007 3000 $6.5733 6/7/2007 4900 $6.5800 6/6/2007 15000 $6.6600 6/1/2007 47500 $6.6700 5/22/2007 7900 $6.7000 5/21/2007 7500 $6.6997 d) Beneficial Owners of the accounts managed by the reporting persons 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 1. Advance Notice to Issuer Dated: 6/13/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1. Advance Notice to Issuer Bulldog Investors General Partnership, Park 80 West, Plaza Two, Saddle Brook, NJ 07663 Phone (914) 747-5262//Fax (201) 556-0097 //pgoldstein@bulldoginvestors.com June 12, 2007 Susan S. Newton Assistant Secretary and Assistant Clerk MFS Government Markets Income Trust 500 Boylston Street Boston, MA 02116 Dear Ms. Newton: As you know, Bulldog Investors General Partnership owns approximately 9% of the shares of MFS Government Markets Income Trust (the "Trust"). Please be advised that at the 2007 annual shareholder meeting of the Trust we intend to nominate the following four persons for election as trustees: Andrew Dakos, Gerald Hellerman, Rajeev Das and me. Please advise us if you would like any additional information. Thank you. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----