FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HYPERION BROOKFIELD INCOME FUND, INC. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/30/2008 | J | 0 | D | $0 | 0 | D | |||
Common Stock | 09/30/2008 | J | 21,706,963.68 | D | $2.3 | 27,078,607.8 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. N/A (See explanation below with respect to this line 2). |
Remarks: |
On September 30, 2008, GMAM Investment Funds Trust II (the "GIFT II Trust"), a group trust organized for the benefit of certain trusts under certain employee benefit plans (the "Plans") for General Motors Corporation, tendered 13,043,478.26 shares of Common Stock of the Issuer (the "GIFT II Shares") for $2.30 per share, or approximately $30 million, in the Issuer?s tender offer. After the Issuer?s tender offer, the GIFT II Trust holds 21,706,963.68 shares of Common Stock of the Issuer. GMAM Group Pension Trust I (the "GMAM I Trust"), another group trust organized for the benefit of certain trusts under certain Plans, holds 5,371,644.11 shares of Common Stock of the Issuer after the Issuer?s tender offer. Line 2 under Column 5 of Table 1 relates to the total shares of Common Stock held collectively by the GIFT II Trust and the GMAM I Trust after the Issuer?s tender offer and such shares are referred to herein as the "Securities." The reporting person ("GMIMCo") has retained under the Employee Retirement Income Security Act of 1974, as amended, the power to direct the voting and disposition of the Securities although it has no pecuniary interest therein. General Motors Trust Bank, N.A. is the trustee (the ?Trustee?) with respect to the GIFT II Trust. Line 1 of Table 1 relates to GMIMCo's status as a 10% beneficial owner without pecuniary interest with respect to the Securities. Line 2 of Table 1 relates to the status of the GIFT II Trust, on behalf of which GMIMCo is making the report reflected in such line under Column 4 as 10% beneficial owner of the GIFT II Shares. This filing should not be deemed an admission that any of GMIMCo, the Trustee, the GIFT II Trust or the GMAM I Trust is the beneficial owner of the Securities. |
/s/ Duen-Li Kao, Senior Managing Director, Global Public Markets, General Motors Investment Management Corporation | 10/03/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |