0000913849-16-000653.txt : 20161102 0000913849-16-000653.hdr.sgml : 20161102 20161102163828 ACCESSION NUMBER: 0000913849-16-000653 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN LTD DURATION INCOME TRUST CENTRAL INDEX KEY: 0001233087 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82397 FILM NUMBER: 161968526 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-312-2000 MAIL ADDRESS: STREET 1: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403-1906 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN TEMPLETON LTD DURATION INCOME TRUST DATE OF NAME CHANGE: 20060111 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST DATE OF NAME CHANGE: 20030718 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN TEMPLETON STRATEGIC INCOME TRUST DATE OF NAME CHANGE: 20030515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERNORTH CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001447578 IRS NUMBER: 271560688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 325 N. LASALLE STREET STREET 2: SUITE 645 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-832-0409 MAIL ADDRESS: STREET 1: 325 N. LASALLE STREET STREET 2: SUITE 645 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: RIVERNORTH CAPITAL MANAGEMENT, INC. DATE OF NAME CHANGE: 20081009 SC 13D/A 1 sc13da_110116.htm SCHEDULE 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
Franklin Limited Duration Income Trust
(Name of Issuer)
 
 
Auction Rate Preferred Shares
(Title of Class of Securities)
 

35472T200
35472T309
35472T408
(CUSIP Number)
 
 
Marc Collins
RiverNorth Capital Management, LLC
325 N. LaSalle St., Suite 645
Chicago, Illinois 60654-7030
(312) 445-2251
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
October 27, 2016
(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 that 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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's 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 purpose of Section 18 of the Securities Exchange Act of 1934 ("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 Notes).
 
 
CUSIP No.
35472T200
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
RiverNorth Capital Management, LLC
I.R.S. Identification No.: 27-1560688
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,820*
 
 
 
 
8
SHARED VOTING POWER
 
 
—
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,820*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
—
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,820*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
50.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
2
CUSIP No.
35472T200
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
RiverNorth Capital Partners, L.P.
I.R.S. Identification No.: 20-8247249
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
—
 
 
 
 
8
SHARED VOTING POWER
 
 
646
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
—
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
646
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
646
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

3
CUSIP No.
35472T200
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
RiverNorth Institutional Partners, L.P.
I.R.S. Identification No.: 27-1087172
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
—
 
 
 
 
8
SHARED VOTING POWER
 
 
1,165
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
—
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,165
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,165
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

 
4
 
Item 1.  Security and Issuer.
 
This Amendment No. 1 to the Statement on Schedule 13D filed on August 22, 2016 (the “Original Schedule 13D”) relates to Auction Rate Preferred Shares, Series M, W and F, having a liquidation value of $25,000 per share plus accumulated and unpaid dividends (the “ARPS”), of Franklin Limited Duration Income Trust, closed-end management investment company (the “Issuer”).  All series of ARPS of the Issuer are treated herein as a single class of securities. The Issuer’s principal executive offices are located at One Franklin Parkway, San Mateo, California 94403.
Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Original Schedule 13D.  Except as amended or supplemented below, the information set forth in the Original Schedule 13D remains unchanged.
Item 5.  Interest in Securities of the Issuer.
 
Items 5(a), 5(b) and 5(c) are hereby supplemented to read as follows:
(a)-(b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
(c) The following transaction(s) in the ARPS were effected by the Reporting Persons during the past sixty days:
Date
Nature of Transaction
No. of Shares
  Price
 
10/27/16
 Purchase  
24
  
93.5% of par
       

 
Item 7.  Material to Be Filed as Exhibits.
 
Exhibit  Description
99.1    Joint Filing Agreement, dated as of August 19, 2016, by and among the Reporting Persons (incorporated by reference to exhibit 99.1 of Original Schedule 13D).
 
5
SIGNATURE

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:  October 28, 2016
 
 
RiverNorth Capital Management, LLC
 
 
By:
 /s/Marcus Collins
   
Name:   Marcus Collins
   
Title:   General Counsel and Chief Compliance Officer
 
 
 
 
RiverNorth Capital Partners, L.P.
 
By:       RiverNorth Capital Management, LLC, General Partner
 
 
 
By:
 /s/Marcus Collins 
   
Name:   Marcus Collins
   
Title:  General Counsel and Chief Compliance Officer
 
 
 
 
RiverNorth Institutional Partners, L.P.
 
By:       RiverNorth Capital Management, LLC, General Partner
 
 
By:
 /s/Marcus Collins
   
Name:   Marcus Collins
   
Title:   General Counsel and Chief Compliance Officer
6