UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.
1)*
Western Asset High Income Opportunity Fund,
Inc.
(Name of Issuer)
Common Shares, $0.001 par value
(Title of Class of
Securities)
95766K109
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th
Floor
New York, NY 10174
Attention: Michael D'Angelo
(212)
542-4635
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
June 13, 2019
(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. 95766K109 | 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 15,288,315 | ||
| 9 |
SOLE DISPOSITIVE POWER -0- | ||
| 10 |
SHARED DISPOSITIVE POWER 15,288,315 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON 15,288,315 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 11.951 | ||
| 14 |
TYPE OF REPORTING PERSON PN; IA | ||
______________________________
1 The percentages
used herein are calculated based upon 127,949,535 shares of common stock
outstanding as of 3/31/2019, as disclosed in the company's Report Form N-CSRS
filed 05/29/2019
| CUSIP No. 95766K109 | 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 15,288,315 | ||
| 9 |
SOLE DISPOSITIVE POWER -0- | ||
| 10 |
SHARED DISPOSITIVE POWER 15,288,315 | ||
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON 15,288,315 | ||
| 12 | CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 11.95%1 | ||
| 14 |
TYPE OF REPORTING
PERSON IN | ||
____________________________
1 The percentages
used herein are calculated based upon 127,949,535 shares of common stock
outstanding as of 3/31/2019, as disclosed in the company's Report Form N-CSRS
filed 05/29/2019
| Item 1. | SECURITY AND ISSUER |
|
This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the SEC on 3/14/19. With respect to the common shares of Western Asset High Income Opportunity Fund. This Amendment No. 1 amends Items 3, and 5 as set forth below. | |
|
| |
| Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
|
| |
|
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 $78,875,131 was paid to acquire the Common Shares reported herein. | |
|
| |
| 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 127,949,535 shares of common stock outstanding as of 3/31/2019, as disclosed in the company's Report Form N-CSRS filed 05/29/2019. |
| (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 in the sixty days prior to the filing of the Schedule 13D/A by the Reporting Person, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. |
| (d) |
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Shares. |
| (e) |
Not applicable. |
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: June 17, 2019
| SABA CAPITAL MANAGEMENT, L.P. | |
| /s/ Michael D'Angelo | |
| Name: Michael D'Angelo | |
| Title: Chief Compliance Officer | |
| BOAZ R. WEINSTEIN | |
| /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 of Common Shares which were effectuated by a Reporting Person or Saba Entity in the sixty days prior to the filing of the Schedule 13D/A. All transactions were effectuated in the open market through a broker.
| Date | B/S | Shares | Price |
| 6/14/2019 | Buy | 25,717 | 5.00 |
| 6/13/2019 | Buy | 353,051 | 5.00 |
| 6/11/2019 | Buy | 53,116 | 5.00 |
| 6/10/2019 | Buy | 70,587 | 4.99 |
| 6/7/2019 | Buy | 22,073 | 4.98 |
| 6/6/2019 | Buy | 6,515 | 4.94 |
| 6/5/2019 | Buy | 4,534 | 4.89 |
| 6/4/2019 | Buy | 50,000 | 4.88 |
| 6/3/2019 | Buy | 50,000 | 4.88 |
| 5/31/2019 | Buy | 64,886 | 4.88 |
| 5/30/2019 | Buy | 129,379 | 4.91 |
| 5/29/2019 | Buy | 280,618 | 4.93 |
| 5/28/2019 | Buy | 20,000 | 4.95 |
| 5/24/2019 | Buy | 9,445 | 4.95 |
| 5/22/2019 | Buy | 2,861 | 4.92 |
| 4/26/2019 | Buy | 25,474 | 4.93 |
| 4/25/2019 | Buy | 3,309 | 4.93 |
| 4/23/2019 | Buy | 16,418 | 4.94 |
| 4/22/2019 | Buy | 1,531 | 4.91 |
| 4/18/2019 | Buy | 70,045 | 4.94 |