SEC Form 4
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*
GABELLI MARIO J

(Last) (First) (Middle)
C/O GABELLI ASSET MANAGEMENT INC
ONE CORPORATE CENTER

(Street)
RYE NY 10580

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GABELLI DIVIDEND & INCOME TRUST [ GDV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Investment Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, Par Value $0.001 04/13/2004 P 65,000 A $18.74 2,476,321 I Gabelli Asset Management Inc.(1)
Common Stock, Par Value $0.001 04/14/2004 P 22,300 A $18.02 2,498,621 I Gabelli Asset Management Inc.(1)
Common Stock, Par Value $0.001 7,184 I Gabelli Funds, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
GABELLI MARIO J

(Last) (First) (Middle)
C/O GABELLI ASSET MANAGEMENT INC
ONE CORPORATE CENTER

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Investment Officer
1. Name and Address of Reporting Person*
GABELLI ASSET MANAGEMENT INC ET AL

(Last) (First) (Middle)
ONE CORPORATE CENTER

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GABELLI GROUP CAPITAL PARTNERS INC

(Last) (First) (Middle)
ONE CORPORATE CENTER

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GABELLI FUNDS LLC

(Last) (First) (Middle)
ONE CORPORATE CENTER

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares reported are the total shares owned by Gabelli Asset Management Inc. Mr. Gabelli and Gabelli Group Capital Partners, Inc. have less than a 100% interest in this entity and Gabelli Funds, LLC has no interest in this entity.
2. These shares were purchased by Gabelli Funds, LLC, the issuer's investment adviser, in order to provide the issuer with seed capital. The shares reported reflect the total number of shares held by Gabelli Funds, LLC, which is greater than the other reporting persons' indirect pecuniary interest.
/s/ James E. McKee, Attorney-in-Fact for MARIO J. GABELLI 04/14/2004
** 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.
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