0001462180-13-000005.txt : 20130206 0001462180-13-000005.hdr.sgml : 20130206 20130206121153 ACCESSION NUMBER: 0001462180-13-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130206 DATE AS OF CHANGE: 20130206 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BROOKLYN CAPITAL MANAGEMENT, LLC GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREATER CHINA FUND INC CENTRAL INDEX KEY: 0000887546 IRS NUMBER: 133672942 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51363 FILM NUMBER: 13576862 BUSINESS ADDRESS: STREET 1: GATEWAY CENTER THREE STREET 2: 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9733677503 MAIL ADDRESS: STREET 1: GATEWAY CENTER THREE STREET 2: 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: GREATER CHINA GROWTH FUND INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 02/01/13 1. NAME OF REPORTING PERSON Brooklyn Capital Management, LLC, Phillip Goldstein, Andrew Dakos, Steven Samuels and Bulldog Investors 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 2,011,400 8. SHARED VOTING POWER 606,621 9. SOLE DISPOSITIVE POWER 2,618,021 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,618,021 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 10.79% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #5 to the schedule 13d filed September 24,2012. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION Phillip Goldstein, Andrew Dakos and Steven Samuels own Brooklyn Capital Management, LLC (BCM), a registered investment advisor. As of February 1, 2013, BCM is deemed to be the beneficial owner of 2,618,021 shares of GCH (representing 10.79% of GCH's outstanding shares) solely by virtue of BCM's power to direct the vote of, and dispose of, these shares. These 2,618,021 shares of GCH include 1,283,361 shares (representing 5.29% of GCH's outstanding shares) that are beneficially owned by (1) Mr. Goldstein and (2) the following entities over which Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity Partners, LP (collectively, Bulldog Investors). Bulldog Investors and Mr. Goldstein may be deemed to constitute a group. All other shares included in the aforementioned 2,618,021 shares of GCH beneficially owned by BCM (solely by virtue of its power to sell or direct the vote of these shares) are also beneficially owned by clients of BCM who are not members of any group. The total number of these "non-group" shares is 1,334,660 shares (representing 5.50% of GCH's outstanding shares). Of the aforementioned 2,618,021 shares of GCH beneficially owned by BCM (solely by virtue of its power to sell or direct the vote of these shares), 1,315,187 shares (representing 5.42% of GCH's outstanding shares) have been acquired by BCM on behalf of its clients solely for the purpose of tendering them and not for the purpose of changing or influencing control of GCH and are covered by Rule 16a-1(a)(v) to the Securities Exchange Act of 1934. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N-CSRS filed on August 28, 2012 there were 24,268,012 shares of common stock outstanding as of June 30, 2012 The percentage set forth in item 5 was derived using such number. The filing persons beneficially own an aggregate of 2,618,021 shares of GCH or 10.79% of the outstanding shares. Power to dispose of and vote securities resides either with Messrs. Goldstein, Dakos, Samuels and/or with BCM's clients. c) Since the last filing on 1/22/13 up to 2/1/13 the following shares of GCH were purchased: Date Shares Price 01/23/13 25,000 13.3200 01/25/13 26,950 13.2274 01/28/13 25,000 13.2696 01/30/13 11,831 13.3380 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A 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: 02/06/2013 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Exhibit A: Agreement to Make Joint Filing Agreement made as of the 4th day of February, 2013, by and among Brooklyn Capital Management, LLC, Phillip Goldstein, Andrew Dakos, Steven Samuels, Opportunity Partners LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Offshore Partners, LP, Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity Partners, LP. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of Greater China Fund, Inc. (GCH), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of GCH; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By:/s/ Phillip Goldstein By:/s/ Andrew Dakos Phillip Goldstein Andrew Dakos OPPORTUNITY PARTNERS, LP By: /s/ Steven Samuels By: /s/ Phillip Goldstein Steven Samuels Phillip Goldstein, Manager of the GP CALAPASAS WEST PARTNERS, LP FULL VALUE SPECIAL SITUATIONS FUND, LP By: /s/ Phillip Goldstein By: /s/ Phillip Goldstein Phillip Goldstein Phillip Goldstein, Manager of the GP Manager of the GP FULL VALUE OFFSHORE PARTNERS, LP FULL VALUE PARTNERS, LP By: /s/ Phillip Goldstein By: /s/ Phillip Goldstein Phillip Goldstein Phillip Goldstein, Manager of the GP Manager of the GP OPPORTUNITY INCOME PLUS, LP MCM OPPORTUNITY PARTNERS LP By: /s/ Phillip Goldstein By: /s/ Phillip Goldstein Phillip Goldstein Phillip Goldstein, Manager of the GP Manager of the GP