UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

BlackRock Capital Allocation Term Trust

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

09260U109

(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)

October 9, 2024

(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 8 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.  09260U109 SCHEDULE 13D/A Page 2 of 8 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
		15,312,888
	9	SOLE DISPOSITIVE POWER
		-0-
	10	SHARED DISPOSITIVE POWER
		15,312,888
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	15,312,888
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.25%
14	TYPE OF REPORTING PERSON
	PN; IA

The percentages used herein are calculated based upon 107,461,816 shares of common stock outstanding as of 6/30/24, as disclosed in the company’s N-CSRS filed with the Securities and Exchange Commission on 9/5/24.

CUSIP No.  09260U109 SCHEDULE 13D/A Page 3 of 8 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
		1
	8	SHARED VOTING POWER
		15,312,889
	9	SOLE DISPOSITIVE POWER
		1
	10	SHARED DISPOSITIVE POWER
		15,312,889
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	15,312,889
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.25%
14	TYPE OF REPORTING PERSON
	IN

The percentages used herein are calculated based upon 107,461,816 shares of common stock outstanding as of 6/30/24, as disclosed in the company’s N-CSRS filed with the Securities and Exchange Commission on 9/5/24.

CUSIP No.  09260U109 SCHEDULE 13D/A Page 4 of 8 Pages

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
		15,312,888
	9	SOLE DISPOSITIVE POWER
		-0-
	10	SHARED DISPOSITIVE POWER
		15,312,888
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	15,312,888
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.25%
14	TYPE OF REPORTING PERSON
	OO

The percentages used herein are calculated based upon 107,461,816 shares of common stock outstanding as of 6/30/24, as disclosed in the company’s N-CSRS filed with the Securities and Exchange Commission on 9/5/24.

CUSIP No.  09260U109 SCHEDULE 13D/A Page 5 of 8 Pages

Item 1.

SECURITY AND ISSUER

This Amendment No. 12 amends and supplements the statement on Schedule 13D filed with the SEC on 3/28/23, as amended by Amendment No. 1 filed 5/9/23, Amendment No. 2 filed 5/12/23, Amendment No. 3 filed 6/26/23, Amendment No. 4 filed 9/15/23, Amendment No. 5 filed 10/18/23, Amendment No. 6 filed 11/24/23, Amendment No. 7 filed 12/13/23, Amendment No. 8 filed 12/26/23, Amendment No. 9 filed 2/20/24, Amendment No. 10 filed 3/13/24, and Amendment No. 11 filed 5/21/24; with respect to the common shares of BlackRock Capital Allocation Term Trust. This Amendment No. 12 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 $224,344,785 was paid to acquire the Common Shares reported herein.

Item 4.	PURPOSE OF TRANSACTION  Item 4 is hereby amended and supplemented as follows:  On October 9, 2024, 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 2025 annual meeting of shareholders, to terminate the management agreement, and any other advisory agreements, 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 5 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 107,461,816 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed with the Securities and Exchange Commission on 9/5/24.

CUSIP No.  09260U109 SCHEDULE 13D/A Page 6 of 8 Pages

(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 within the past sixty days 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 5:	Management Agreement Termination Proposal Letter.

CUSIP No.  09260U109 SCHEDULE 13D/A Page 7 of 8 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:  October 11, 2024

	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

CUSIP No.  09260U109 SCHEDULE 13D/A Page 8 of 8 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days.  All transactions were effectuated in the open market through a broker. 

Trade Date	Buy/Sell	Shares	Price
9/17/2024	Sell	15,894	16.41
9/19/2024	Sell	14,973	16.41
9/20/2024	Sell	84,059	16.39
9/23/2024	Sell	32,480	16.44
9/23/2024	Sell	729	16.44
9/24/2024	Sell	17,008	16.45
9/25/2024	Sell	8,800	16.44
9/30/2024	Sell	44,884	16.48
10/1/2024	Sell	317,294	16.52
10/2/2024	Sell	75,831	16.48
10/3/2024	Sell	100	16.44
10/4/2024	Sell	52,067	16.47
10/7/2024	Sell	66,481	16.48
10/8/2024	Sell	77,174	16.46
10/9/2024	Sell	72,094	16.45
10/10/2024	Sell	140,844	16.45