-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5+XdRs/kO65Xth+IVAHpmUV2+3Od8XJJnB/P3a2ySQ9Ywuo0iL8qC4x0VQMJWnG Ku5sGyHkSCOOkTy6EitcfA== 0001067621-07-000005.txt : 20070223 0001067621-07-000005.hdr.sgml : 20070223 20070223163611 ACCESSION NUMBER: 0001067621-07-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFS GOVERNMENT MARKETS INCOME TRUST CENTRAL INDEX KEY: 0000811922 IRS NUMBER: 046565627 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47869 FILM NUMBER: 07646182 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON ST STREET 2: 15TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 18006372929 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 15TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D 1 mgfthird.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT N.A 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] 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 3,066,925 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 3,066,925 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,066,925 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.97 14. TYPE OF REPORTING PERSON IA Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of MFS Government Markets Income Trust ("MGF"). The principal executive offices of MGF are located at 500 Boylston Street, 15th Floor, Boston, MA 02116. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 a principal of Bulldog Investors and Andrew Dakos, Park 80 West, Plaza Two, Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. During the past 5 years none of the above has been convicted in a criminal proceeding, nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the above are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the issuer have been accumulated with funds from accounts managed by the reporting persons. ITEM 4. PURPOSE OF TRANSACTION MGF's stock price is significantly less than its net asset value. The reporting persons may take action in the future to increase the value of their investment if MGF's stock continues to trade at a significant discount to its net asset value. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N-CSR filed on 2/2/2007 there were 51,332,555 shares of MGF outstanding as of 11/30/06. The percentage set forth in item 5 was derived using such number. Phillip Goldstein, Andrew Dakos and accounts managed by the reporting persons beneficially own an aggregate of 3,066,925 shares of MGF or 5.97% of the outstanding shares. Power to dispose and vote securities lie solely with Phillip Goldstein and Andrew Dakos. c) During the past 60 days the following shares of MGF were purchased (there were no sales): Date Shares Price 1/3/2007 800 6.51 1/10/2007 3,000 6.52 1/11/2007 1,300 6.52 1/24/2007 21,800 6.52 1/24/2007 10000 6.513 1/25/2007 6,700 6.52 1/25/2007 1,800 6.52 1/25/2007 1,300 6.52 1/25/2007 1,500 6.52 1/25/2007 8,700 6.52 1/25/2007 1200 6.52 1/26/2007 15,200 6.51 1/26/2007 5,000 6.51 1/26/2007 1,900 6.51 1/26/2007 4,600 6.51 1/26/2007 3,500 6.51 1/26/2007 19,800 6.51 1/29/2007 6,100 6.51 1/29/2007 1,900 6.51 1/29/2007 1,500 6.51 1/29/2007 1,700 6.51 1/29/2007 1,600 6.51 1/29/2007 7,000 6.51 1/30/2007 25,000 6.5069 1/30/2007 7,500 6.5069 1/30/2007 3,000 6.5069 1/30/2007 6,800 6.5069 1/30/2007 5,700 6.5069 1/30/2007 32,000 6.5069 1/31/2007 24,400 6.4938 1/31/2007 7,400 6.4938 1/31/2007 4,100 6.4938 1/31/2007 6,800 6.4938 1/31/2007 6,300 6.4938 1/31/2007 31,000 6.4938 2/2/2007 2,500 6.52 2/5/2007 4,500 6.52 2/5/2007 5,000 6.52 2/6/2007 4,700 6.52 2/6/2007 5,000 6.52 2/7/2007 4,100 6.52 2/7/2007 5,000 6.52 2/8/2007 6,200 6.52 2/8/2007 2,100 6.52 2/8/2007 1,900 6.52 2/8/2007 1,500 6.52 2/8/2007 7,500 6.52 2/9/2007 8,500 6.5 2/9/2007 3,500 6.5 2/9/2007 2,000 6.5 2/9/2007 11,000 6.5 2/12/2007 2,100 6.48 2/12/2007 2,000 6.48 2/12/2007 2,000 6.48 2/13/2007 700 6.49 2/14/2007 3,300 6.5 2/15/2007 4,800 6.5 2/15/2007 1,500 6.5 2/15/2007 2,000 6.5 2/15/2007 1,300 6.5 2/15/2007 6,100 6.5 2/16/2007 8,800 6.517 2/20/2007 12,700 6.5348 2/20/2007 3,900 6.5348 2/20/2007 5,000 6.5348 2/20/2007 5,000 6.5348 2/20/2007 3,700 6.5348 2/20/2007 3,400 6.5348 2/20/2007 15,800 6.5348 2/21/2007 10,000 6.5308 2/21/2007 1,500 6.5308 2/21/2007 3,100 6.5308 2/21/2007 2,900 6.5308 2/21/2007 2,500 6.5308 2/21/2007 12,300 6.5308 d) Beneficial Owners of the accounts managed by the reporting persons 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 1. Joint Filing Agreement 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: 2/23/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name:: Andrew Dakos Exhibit 1. Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and all further amendments filed by them) with respect to the shares of MGF. Dated: 2/23/07 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----