SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Franklin Limited Duration Income Trust
(Name of
Issuer)
Common Stock, without par value
(Title of Class
of Securities)
35472T101
(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)
March 13, 2017
(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. 35472T101 | 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 2,028,691 | ||
| 9 |
SOLE DISPOSITIVE POWER -0- | ||
| 10 |
SHARED DISPOSITIVE POWER 2,028,691 | ||
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON 2,028,691 | ||
| 12 | CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.97%1 | ||
| 14 |
TYPE OF REPORTING
PERSON PN; IA | ||
______________________________
1 The percentages
used in this Schedule 13D/A are calculated based upon 22,604,126 Shares
outstanding as of March 6, 2017 as reported in the press release filed on March
13, 2017.
| CUSIP No. 35472T101 | 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 2,028,691 | ||
| 9 |
SOLE DISPOSITIVE POWER -0- | ||
| 10 |
SHARED DISPOSITIVE POWER 2,028,691 | ||
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON 2,028,691 | ||
| 12 | CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 8.97%1 | ||
| 14 |
TYPE OF REPORTING
PERSON IN | ||
____________________________
1 The percentages
used in this Schedule 13D/A are calculated based upon 22,604,126 Shares
outstanding as of March 6, 2017 as reported in the press release filed on March
13, 2017.
| CUSIP No. 35472T101 | SCHEDULE 13D/A | Page 4 of 6 Pages |
|
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed on March 4, 2016, and Amendment No. 1 filed with the SEC on April 20, 2016, and Amendment No. 2, filed on May 18, 2016, and Amendment No, 3, filed on February 27, 2017, and Amendment No. 4 filed on March 8, 2017. Together with this Amendment No. 5, Amendment No. 4, Amendment No. 3, Amendment No. 2, Amendment No. 1, and the Original Schedule 13D, with respect to the common stock, (the “Shares”), of Franklin Limited Duration Income Trust (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4. This Amendment No. 5 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 in SCMF, SCMF II, SCLMF, SCS, SCEF 1 and SCEF 2 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 $21,540,985 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 in this Schedule 13D/A are calculated based upon 22,604,126 Shares outstanding as of March 6, 2017 as reported in the press release filed on March 13, 2017. |
|
| |
| (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 Shares effected since the filing of Amendment No. 4 by Saba Capital, 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 and the Saba Entities 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. |
| CUSIP No. 35472T101 | SCHEDULE 13D/A | Page 5 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 17, 2017
| 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
| CUSIP No. 35472T101 | SCHEDULE 13D/A | Page 6 of 6 Pages |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the Amendment No. 4 filing on 3/8/2017. All transactions were effectuated in the open market through a broker.
| SharesPurchased | ||
| Date | (Sold) | Price |
| 3/16/2017 | (21,331) | 11.92 |
| 3/15/2017 | (2,170) | 11.96 |
| 3/14/2017 | (3,790) | 11.91 |
| 3/13/2017 | (8,797) | 12.00 |
| 3/8/2017 | (18,301) | 12.08 |
| 3/6/2017 | (973,448) | 12.73 |