0000902664-20-001409.txt : 20200304 0000902664-20-001409.hdr.sgml : 20200304 20200304172500 ACCESSION NUMBER: 0000902664-20-001409 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Voya PRIME RATE TRUST CENTRAL INDEX KEY: 0000826020 IRS NUMBER: 956874587 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39691 FILM NUMBER: 20688420 BUSINESS ADDRESS: STREET 1: VOYA PRIME RATE TRUST STREET 2: 7337 E. DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4804773000 MAIL ADDRESS: STREET 1: VOYA PRIME RATE TRUST STREET 2: 7337 E. DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: ING PRIME RATE TRUST DATE OF NAME CHANGE: 20020205 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM AMERICA PRIME RATE TRUST DATE OF NAME CHANGE: 19960518 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM PRIME RATE TRUST/ DATE OF NAME CHANGE: 19960518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 p20-0756sc13da.htm VOYA PRIME RATE TRUST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

Voya Prime Rate Trust
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

92913A100
(CUSIP Number)

Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 3, 2020
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 6 Pages)

______________________________

* 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. 92913A100

SCHEDULE 13D/A

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Saba Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0-
	8	SHARED VOTING POWER 34,288,442¹
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 34,288,442
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,288,442
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2%²
14	TYPE OF REPORTING PERSON PN; IA

______________________________

¹ A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.

² The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

CUSIP No. 92913A100

SCHEDULE 13D/A

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON Boaz R. Weinstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 34,288,442³
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 34,288,442
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,288,442
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2%⁴
14	TYPE OF REPORTING PERSON IN

______________________________

³ A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information

⁴ The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

CUSIP No. 92913A100

SCHEDULE 13D/A

Page 4 of 6 Pages

1	NAME OF REPORTING PERSON Saba Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0-
	8	SHARED VOTING POWER 34,288,442⁵
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 34,288,442
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,288,442
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.2%⁶
14	TYPE OF REPORTING PERSON OO

______________________________

⁵ A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.

⁶ The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

CUSIP No. 92913A100

SCHEDULE 13D/A

Page 5 of 6 Pages

	This Amendment No. 9 amends and supplements the statement on Schedule 13D filed with the SEC on 10/16/19, as amended by Amendment No.1 filed on 11/4/19, Amendment No. 2 filed 11/18/19, Amendment No. 3 filed 11/21/19, Amendment No. 4 filed on 12/23/19, Amendment No. 5 filed 1/10/20, Amendment No. 6 filed 1/29/20, Amendment No. 7 filed 2/5/20 and Amendment No. 8 filed 2/20/20; with respect to the common shares of Voya Prime Rate Trust. This Amendment No. 9 amends Items 3, 4, and 5 as set forth below.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and restated as follows:

	Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $169,355,137 was paid to acquire the Common Shares reported herein.

Item 4.	PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

	On March 3, 2020, Saba Capital CEF Opportunities 1, Ltd., a fund to which Saba Capital serves as the investment advisor, sent a letter to the Issuer giving notice of its intent to nominate ten individuals for election to the board of trustees of the Issuer at its 2020 annual meeting of shareholders.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER

(a)	See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

(b)	See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)	The transactions in the Common Shares effected since the filing of Amendment No. 8 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

(d)	The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

(e)	Not applicable.

CUSIP No. 92913A100

SCHEDULE 13D/A

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 4, 2020

	SABA CAPITAL Management, L.P.

	By:	/s/ Michael D’Angelo
	Name: Michael D'Angelo Title: Chief Compliance Officer


	SABA CAPITAL Management GP, LLC

	By:	/s/ Michael D’Angelo
	Name: Michael D’Angelo Title: Authorized Signatory


	BOAZ R. WEINSTEIN

	By:	/s/ Michael D’Angelo
	Name: Michael D'Angelo
	Title: Attorney-in-fact*
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

Schedule A

This Schedule sets forth information with respect to each purchase and sale (excluding brokerage commissions) of Common Shares which was effectuated by the Reporting Persons since the filing of Amendment No. 8 on February 20, 2020. All transactions were effectuated in the open market through a broker.

Trade Date	Common Stock Purchased (Sold)	Price Per Share Common Share ($)
3/4/2020	93,847	5.02
3/3/2020	94,358	5.02
3/2/2020	343,295	4.96
2/28/2020	203,088	4.90
2/27/2020	93,619	4.97
2/25/2020	138,025	5.05
2/21/2020	400	5.14
2/20/2020	595	5.15