SC 13D 1 third.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 9/11/14 1. NAME OF REPORTING PERSON Bulldog Investors, LLC 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 DE ___________________________________________________________ 7. SOLE VOTING POWER 328,530 8. SHARED VOTING POWER 305,549 9. SOLE DISPOSITIVE POWER 328,530 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 305,549 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 634,079 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.54% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 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 328,530 8. SHARED VOTING POWER 305,549 9. SOLE DISPOSITIVE POWER 328,530 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 305,549 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 634,079 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.54% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON 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 328,530 8. SHARED VOTING POWER 305,549 9. SOLE DISPOSITIVE POWER 328,530 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 305,549 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 634,079 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.54% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Steven Samuels 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 328,530 8. SHARED VOTING POWER 305,549 9. SOLE DISPOSITIVE POWER 328,530 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 305,549 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 634,079 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.54% 14. TYPE OF REPORTING PERSON IN _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of LMP Real Estate Income Fund Inc. ("RIT or the "Issuer"). The principal executive offices of RIT are located at 620 Eigth Avenue 49th FL New York, NY 10018 Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels. (b) The business address of the reporting persons is Park 80 West-Plaza Two, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663. (c) Bulldog Investors,LLC is a registered investment adviser. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors,LLC. (d) n/a (e) n/a (f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of clients of Bulldog Investors,LLC. ITEM 4. PURPOSE OF TRANSACTION The issuer's common stock has traded at a double-digit discount to net asset value for more than a year. The filing persons believe that shareholders should be afforded an opportunity to realize liquidity at net asset value for their shares via a self-tender offer, open-ending or liquidation. To achieve that goal, the filing persons may consider taking various actions including nominating directors and conducting a tender offer for shares of the issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSR filed on February 26,2014, there were 11,441,022 shares of common stock outstanding as of December 31, 2013. The percentages set forth herein were derived using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a registered investment advisor. As of September 19, 2014, Bulldog Investors, LLC is deemed to be the beneficial owner of 634,079 shares of RIT (representing 5.54% of RIT's outstanding shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of, and dispose of, these shares. These 634,079 shares of RIT include 328,530 shares (representing 2.86% of RIT's outstanding shares) that are beneficially owned by: The following entities over which Messrs. Goldstein, Dakos and Mr. 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 Group of Funds")). Bulldog Investors Group of Funds may be deemed to constitute a group. All other shares included in the aforementioned 634,079 shares of RIT beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to sell or direct the vote of these shares) are also beneficially owned by clients of Bulldog Investors, LLC who are not members of any group. The total number of these "non-group" shares is 305,549 shares (representing 2.68% of RIT's outstanding shares). (b) Bulldog Investors, LLC has sole power to dispose of and vote 328,530 shares. Bulldog Investors, LLC has shared power to dispose of and vote 305,549 shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more than 5% of RIT's shares) share this power with Bulldog Investors, LLC. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC. c) During the past 60 days the following shares of RIT were purchased: Date: Shares: Price: 07/22/14 300 11.7000 08/01/14 16,550 11.4160 08/04/14 6,898 11.3833 08/05/14 20,867 11.3747 08/06/14 22,000 11.3551 08/07/14 7,600 11.3723 08/08/14 8,530 11.3942 08/11/14 6,483 11.4851 08/12/14 18,693 11.4543 08/13/14 21,348 11.5427 08/14/14 9,246 11.6156 08/18/14 1,828 11.6783 08/19/14 6,000 11.7347 08/20/14 5,082 11.6537 08/21/14 32,900 11.6938 08/25/14 7,812 11.6288 08/26/14 12,134 11.6300 08/27/14 3,000 11.6600 08/28/14 668 11.6400 08/29/14 1,600 11.6856 09/05/14 6,654 11.7597 09/08/14 2,625 11.8000 09/09/14 2,499 11.7683 09/10/14 25,591 11.6404 09/11/14 8,266 11.5745 09/12/14 27,078 11.3910 09/15/14 662 11.2500 09/16/14 1,100 11.2377 09/17/14 15,096 11.2946 09/18/14 7,426 11.2247 d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS See exhibit 1 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: 9/22/2014 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Bulldog Investors, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit 1: Agreement to Make Joint Filing Agreement made as of the 22 day of September, 2014, by and among Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels. 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 LMP Real Estate Income Fund (RIT), 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 RIT; 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 BULLDOG INVESTORS, LLC By: /s/ Steven Samuels By: /s/ Andrew Dakos Steven Samuels Andrew Dakos, Member