0001062993-23-023157.txt : 20231226 0001062993-23-023157.hdr.sgml : 20231226 20231226093848 ACCESSION NUMBER: 0001062993-23-023157 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20231226 DATE AS OF CHANGE: 20231226 GROUP MEMBERS: BOAZ R. WEINSTEIN GROUP MEMBERS: SABA CAPITAL MANAGEMENT GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Innovation & Growth Term Trust CENTRAL INDEX KEY: 0001836057 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94016 FILM NUMBER: 231511491 BUSINESS ADDRESS: STREET 1: BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 800 882 0052 MAIL ADDRESS: STREET 1: BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock Innovation & Growth Trust DATE OF NAME CHANGE: 20201210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 ORGANIZATION NAME: 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 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

 

BlackRock Innovation & Growth Term Trust

(Name of Issuer)

 

Common Shares, $0.001 par value

(Title of Class of Securities)

 

09260Q108

(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)

 

December 22, 2023

(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. [ ]

(Page 1 of 7 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).



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

43,759,402

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

43,759,402

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

43,759,402

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.50%

14

TYPE OF REPORTING PERSON

PN; IA

       

The percentages used herein are calculated based upon 226,909,123 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/1/23


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

1

8

SHARED VOTING POWER

43,759,402

9

SOLE DISPOSITIVE POWER

1

10

SHARED DISPOSITIVE POWER

43,759,402

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

43,759,403

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.50%

14

TYPE OF REPORTING PERSON

IN

       

The percentages used herein are calculated based upon 226,909,123 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/1/23


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

43,759,402

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

43,759,402

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

43,759,402

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.50%

14

TYPE OF REPORTING PERSON

OO

       

The percentages used herein are calculated based upon 226,909,123 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/1/23



Item 1.

SECURITY AND ISSUER

 

 

 

This Amendment No. 15 amends and supplements the statement on Schedule 13D filed with the SEC on 3/16/23, as amended by Amendment No. 1 filed 3/24/23, Amendment No. 2 filed 4/28/23, Amendment No. 3 filed 6/1/23, Amendment No. 4 filed 6/30/23, Amendment No. 5 filed 8/25/23, Amendment No. 6 filed 9/26/23, Amendment No. 7 filed 10/11/23, Amendment No. 8 filed 10/23/23, Amendment No. 9 filed 11/2/23, Amendment No. 10 filed 11/13/23, Amendment No. 11 filed 11/22/23, Amendment No. 12 filed 12/5/23, Amendment No. 13 filed 12/11/23 and Amendment No. 14 filed 12/12/23; with respect to the common shares of BlackRock Innovation & Growth Term Trust. This Amendment No. 15 amends Items 3, 4, 5 and 7 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 approximately $317,993,219 was paid to acquire the Common Shares reported herein.


Item 4.

PURPOSE OF TRANSACTION 

Item 4 is hereby amended and supplemented as follows: 

On December 22, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer's shareholders at the Issuer's 2024 annual meeting of shareholders, to terminate the management agreement between the Issuer and BlackRock Advisors, LLC (such letter, the "Management Agreement Termination Proposal Letter"). 

The foregoing summary of the Management Agreement Termination Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Agreement Termination Proposal Letter, a copy of which is attached as Exhibit 3 and is incorporated by reference 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 226,909,123 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/1/23

 

 

(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 Schedule 13D/A filing on 12/12/23 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.

   

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

   

Exhibit 3:

Management Agreement Termination Proposal Letter.




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:  December 26, 2023

 

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 of Common Shares which were effectuated by Saba Capital since the filing of the Schedule 13D/A on 12/12/23. All transactions were effectuated in the open market through a broker.

Trade Date

Buy/Sell

Shares

Price

12/12/2023

Buy

285,480

  7.37

12/13/2023

Buy

247,405

  7.38

12/14/2023

Buy

642,588

  7.61

12/15/2023

Buy

54,215

  7.57

12/18/2023

Buy

435,404

  7.51

12/19/2023

Buy

716,024

  7.63

12/20/2023

Buy

303,292

  7.65



EX-3 2 exhibit3.htm EXHIBIT 3 Saba Capital Management, L.P.: Exhibit 3 - Filed by newsfilecorp.com

Exhibit 3

December 22, 2023

Via Electronic Mail and Courier

Ms. Janey Ahn, Secretary

c/o Blackrock, Inc.

50 Hudson Yards

New York, NY 10001

Re: BlackRock Innovation and Growth Term Trust (the "Trust")

Dear Ms. Ahn,

Saba Capital Management, L.P. ("Saba") is the investment adviser to Saba Capital Master Fund, Ltd. (the "Proponent"), the owner of 6,844,047 shares of common stock, par value $0.01 per share of the Trust (the "Common Shares"). The Proponent has held Common Shares representing a market value of $25,000 or more continuously for more than one year prior to and including the date hereof.

In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Saba, on behalf of the Proponent, submits the following proposal for presentation to the Trust's stockholders at the Trust's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").

The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:

PROPOSAL

RESOLVED, that the investment management agreement between BlackRock Innovation and Growth Term Trust (the "Trust") and BlackRock Advisors, LLC, the form of which is attached to the Trust's Form N-2, filed with the Securities and Exchange Commission on February 18, 2021, as since amended or novated (the "Management Agreement"), shall be terminated by the Trust, pursuant to the right of stockholders as embodied in Section 12 of the Management Agreement and Section 15(a)(3) of the Investment Company Act of 1940, such termination to be effective no more than sixty days following the date hereof.


END OF PROPOSAL

Saba hereby represents that the Proponent has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting.  A letter from the Proponent's broker confirming the above ownership is attached as Exhibit A hereto.

In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Trust via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal.  The Proponent will assume that the regular business hours of the Trust's principal executive offices, which are located in New York, are between 9:00 a.m. and 5:30 p.m. ET, unless otherwise notified by the Trust. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:

  • January 2, 2024, between 2:00 p.m. and 5:00 p.m. ET
  • January 3, 2024, between 11:00 a.m. and 1:00 p.m. ET
  • January 4, 2024, between 2:00 p.m. and 4:00 p.m. ET

The Proponent's contact information is as follows:

c/o Saba Capital Management, L.P.

405 Lexington Avenue, 58th Floor

New York, New York 10174

Attn: Michael D'Angelo

Email: Michael.Dangelo@sabacapital.com

In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:

Schulte Roth & Zabel LLP

919 Third Avenue, Suite 2300

New York, New York 10022

Attn: Eleazer Klein and Abraham Schwartz

Email: Eleazer.Klein@srz.com

Email: Abraham.Schwartz@srz.com


Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.

Thank you for your time and consideration.

 

  

Sincerely,
 

By:

Saba Capital Management, L.P.

 

 

Name: Michael D'Angelo

Title: Chief Operating Officer and General Counsel

 

cc: The Board of Trustees of the Trust


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