Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Common Stock
(Title of Class of Securities)
67075B104
(CUSIP Number)
Mariner Investment Group, LLC
500 Mamaroneck Avenue, 4th Floor
Harrison, NY 10528
(914) 670-4300
(Name, Address and Telephone Number of Person Authorized to Receieve Notices and Communications)
October 8, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Instructions).
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NAME OF REPORTING PERSON: Mariner Investment Group, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 51-0661527 |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b) |
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| 3 | SEC USE ONLY |
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| 4 |
SOURCE OF FUNDS: AF |
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| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 166,085 |
| 8 |
SHARED VOTING POWER n/a |
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| 9 |
SOLE DISPOSITIVE POWER 166,085 |
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| 10 |
SHARED DISPOSITIVE POWER n/a |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,085 |
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| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.48% |
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| 14 |
TYPE OF REPORTING PERSON IA |
| ITEM 1. | SECURITY AND ISSUER: |
| Nuveen Flexible Investment Income Fund (the "Fund") (cusip: 67075B104) Nuveen Funds 333 West Wacker Drive Chicago, IL 60606 |
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| ITEM 2. | IDENTITY AND BACKGROUND: |
| (a) Mariner Investment Group, LLC (Mariner). (b) The address of Mariners principal place of business and principal office is: 500 Mamaroneck Avenue, 4th Floor, Harrison, New York 10528. (c) Principal business and occupation Investment management for pooled investment vehicles, pension plans, profit sharing plans, charitable organizations, corporations and state or municipal government entities. (d) None of the Principals of Mariner has been convicted in the past 5 years of any criminal proceeding. (e) During the last 5 years none of the Principals of Mariner has been party to a civil proceeding as a result of which any of them is subject to a judgment, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Principals is a United States citizen. Mariner is a Delaware Limited Liability Company. |
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| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
| Mariner, an independent investment advisor, has beneficial ownership of 166,085 shares of the Fund on behalf of accounts that are managed by Mariner (the Accounts) under limited powers of attorney, which represents 4.48% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts. | |
| ITEM 4. | PURPOSE OF TRANSACTION: |
| Mariner currently represents beneficial ownership of 166,085 shares or 4.48% of the outstanding shares of the Fund. At the time of our initial 13D filing for the Fund, Mariner held the same amount of shares, however we filed the 13D because as of the record date of a then pending shareholder vote (i.e., related to the transfer of investment management responsibilities from then current management to a third party) Mariner had voting authority over 5.10% of outstanding shares. Mariner has not sold any shares of the Fund since that initial filing and the corresponding decrease in Mariner's holdings of the Fund to the current 4.48% is directly tied to the recent shareholder vote noted above having passed. Mariner is currently a "passive" investor in the Fund and has no specific plans to maximize shareholder value or to seek to influence Fund management at this time. | |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER: |
(a) As of the date of this Report, Mariner represents beneficial ownership of 166,085 shares or 4.48% of the outstanding shares.
(b) Mariner has the sole power to dispose of and to vote all of such Shares.
(c) There have been no Open market transactions for the last 60 days for the Accounts in the Fund.The Accounts have
the right to receive all dividends from, and any proceeds from the sale of the Shares. None of the Accounts has an interest in
Shares constituting more than 5% of the Shares outstanding. |
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| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: |
| Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and Mariner and between any of them and any other person with respect to any of the Funds securities. | |
| ITEM 7. | MATERIALS TO BE FILES AS EXHIBITS: |
| None |
| October 8, 2014 |
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| Date |
| Mariner Investment Group, LLC |
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| /s/ Russell A. Thompson |
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| By |
| Russell A. Thompson |
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| Name |
| Chief Compliance Officer & Deputy General Counsel |
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| Title |