0001062993-19-004520.txt : 20191118 0001062993-19-004520.hdr.sgml : 20191118 20191118162806 ACCESSION NUMBER: 0001062993-19-004520 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191118 DATE AS OF CHANGE: 20191118 GROUP MEMBERS: BOAZ R. WEINSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Voya PRIME RATE TRUST CENTRAL INDEX KEY: 0000826020 IRS NUMBER: 956874587 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39691 FILM NUMBER: 191227882 BUSINESS ADDRESS: STREET 1: VOYA PRIME RATE TRUST STREET 2: 7337 E. DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4804773000 MAIL ADDRESS: STREET 1: VOYA PRIME RATE TRUST STREET 2: 7337 E. DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: ING PRIME RATE TRUST DATE OF NAME CHANGE: 20020205 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM AMERICA PRIME RATE TRUST DATE OF NAME CHANGE: 19960518 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM PRIME RATE TRUST/ DATE OF NAME CHANGE: 19960518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

VOYA PRIME RATE TRUST
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

92913A100
(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)

November 14, 2019
(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 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.  92913A100 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

22,870,580

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

22,870,580

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

22,870,580

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.5%

14

TYPE OF REPORTING PERSON

PN; IA


The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of 8/31/2019, as disclosed in the company's Form N-CSRS filed 11/08/2019.
CUSIP No.  92913A100 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

-0-

8

SHARED VOTING POWER

22,870,580

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

22,870,580

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

22,870,580

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.5%

14

TYPE OF REPORTING PERSON

IN

The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of 8/31/2019, as disclosed in the company's Form N-CSRS filed 11/08/2019.

CUSIP No.  92913A100 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

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

22,870,580

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

22,870,580

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

22,870,580

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.5%

14

TYPE OF REPORTING PERSON

OO

The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of 8/31/2019, as disclosed in the company's Form N-CSRS filed 11/08/2019.

CUSIP No.  92913A100 SCHEDULE 13D/A Page 5 of 8 Pages

1

NAME OF REPORTING PERSON

Saba Closed-End Funds ETF

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a) [   ]

(b) [   ]

3

SEC USE ONLY


4

SOURCE OF FUNDS

WC (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

678,478[1]

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

678,478

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

678,478

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14

TYPE OF REPORTING PERSON

CO; IC

The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of 8/31/2019, as disclosed in the company's Form N-CSRS filed 11/08/2019.

_____________________________________________
[1]
The shares held by Saba Closed-End Funds ETF will be voted pursuant to the company's Statement of Additional Information.


CUSIP No.  92913A100 SCHEDULE 13D/A Page 6 of 8 Pages

Item 1.

SECURITY AND ISSUER

 

 

 

This Amendment No. 2 amends and supplements the statement on Schedule 13D filed with the SEC on 10/16/19, as amended by Amendment No.1 filed on 11/4/19, with respect to the common shares of Voya Prime Rate Trust.  This Amendment No. 2 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 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 $109,856,607 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 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 147,787,691 shares of common stock outstanding as of 8/31/2019, as disclosed in the company's Form N-CSRS filed 11/08/2019

 

 

(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 since the filing of Amendment No. 1 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.

 

 


CUSIP No.  92913A100 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:  November 18, 2019

 

SABA CAPITAL MANAGEMENT, L.P.

 

/s/ Michael D'Angelo

 

Name: Michael D'Angelo

Title: Chief Compliance Officer

 

 

 

 

 

SABA CAPITAL MANAGEMENT GP, LLC

 

/s/ Michael D'Angelo 

Name: Michael D'Angelo

Title: Authorized Signatory

 

 

 

SABA CLOSED-END FUNDS ETF

 

By:  /s/ Michael D'Angelo 

Name: Michael D'Angelo

Title: Authorized Signatory

 

 

 

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.  92913A100 SCHEDULE 13D/A Page 8 of 8 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 Amendment No. 1 filing on 11/4/2019. All transactions were effectuated in the open market through a broker. 

 

Trade Date

Common Shares
Purchased

                      Price Per
                  Common Share

11/4/2019

                                  189,279

                                        4.84

11/5/2019

                                    65,502

                                        4.84

11/6/2019

                                  126,075

                                        4.84

11/7/2019

                                  226,751

                                        4.84

11/8/2019

                                  404,386

                                        4.83

11/11/2019

                                  241,785

                                        4.86

11/12/2019

                                  166,128

                                        4.86

11/13/2019

                                      9,056

                                        4.79

11/14/2019

                                    70,000

                                        4.79