0000921895-16-005197.txt : 20160720 0000921895-16-005197.hdr.sgml : 20160720 20160720160603 ACCESSION NUMBER: 0000921895-16-005197 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160720 DATE AS OF CHANGE: 20160720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE MULTI-MARKET INCOME TRUST CENTRAL INDEX KEY: 0000842905 IRS NUMBER: 366894335 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85955 FILM NUMBER: 161775530 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154-0004 BUSINESS PHONE: 212-454-6778 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154-0004 FORMER COMPANY: FORMER CONFORMED NAME: DWS MULTI-MARKET INCOME TRUST DATE OF NAME CHANGE: 20060206 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER MULTI MARKET INCOME TRUST DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER MULTI MARKET INCOME TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 71279 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0279 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: P.O. BOX 71279 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0279 SC 13D/A 1 sc13da306290044_07202016.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da306290044_07202016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Deutsche Multi-Market Income Trust
(Name of Issuer)

Common Stock, $0.01 par value
 
(Title of Class of Securities)

25160E102
(CUSIP Number)
 
ADAM W. FINERMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 19, 2016
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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. 25160E102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
603,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
603,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
603,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
411,880
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
411,880
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
411,880
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
1,015,980
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,015,980
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,015,980
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,025,693
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,025,693
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,025,693*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.5%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 9,713 shares of common stock owned personally by Mr. Lipson.
 
 
5

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
271,263
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
271,263
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
271,263
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
271,263
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
271,263
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
271,263
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
271,263
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
271,263
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
271,263
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
NEIL R. CHELO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
MATTHEW S. CROUSE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 25160E102
 
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by WIHP, WITRP and WILLC were purchased with working capital and the Shares purchased by Mr. Lipson were purchased with personal funds (each of which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 603,200 Shares owned directly by WIHP is approximately $4,503,270, including brokerage commissions.  The aggregate purchase price of the 411,880 Shares owned directly by WITRP is approximately $3,118,088, including brokerage commissions.  The aggregate purchase price of the 900 Shares owned directly by WILLC is approximately $6,867, including brokerage commissions.  The aggregate purchase price of the 9,713 Shares owned directly by Mr. Lipson is approximately $79,401, including brokerage commissions.
 
The Shares purchased by BPIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 271,263 Shares owned directly by BPIP is approximately $2,019,653, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following information:
 
On July 19, 2016, WILLC issued a press release announcing that it has submitted to the Issuer and another Deutsche Investment Management Fund, Deutsche Strategic Income Trust (KST) (together with the Issuer, the “Deutsche Funds”), proposals, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, to declassify the boards of the Deutsche Funds.  In the press release, WILLC stated that it is dismayed that the Deutsche Funds have wasted shareholder assets in multiple failed efforts to block or change the proposals and/or statements submitted by WILLC but that it is pleased that the Securities and Exchange Commission has rejected such efforts by the Deutsche Funds.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 22,803,076 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2015, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on February 5, 2016.
 
 
11

 
CUSIP NO. 25160E102
 
A.
WIHP
 
 
(a)
As of the close of business on July 19, 2016, WIHP beneficially owned 603,200 Shares.
 
Percentage: Approximately 2.6%
 
 
(b)
1. Sole power to vote or direct vote: 603,200
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 603,200
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by WIHP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.
WITRP
 
 
(a)
As of the close of business on July 19, 2016, WITRP beneficially owned 411,880 Shares.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 411,880
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 411,880
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by WITRP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
WILLC
 
 
(a)
As of the close of business on July 19, 2016, WILLC directly owned 900 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 603,200 Shares owned by WIHP and (ii) 411,880 Shares owned by WITRP.
 
Percentage: Approximately 4.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,015,980
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,015,980
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
WILLC has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.  The transactions in the Shares by WIHP and WITRP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
Mr. Lipson
 
 
(a)
As of the close of business of July 19, 2016, Mr. Lipson directly owned 9,713 Shares.  As the managing member of WILLC, Mr. Lipson may be deemed the beneficial owner of the (i) 900 Shares owned by WILLC, (ii) 603,200 Shares owned by WIHP and (iii) 411,880 Shares owned by WITRP.
 
 
12

 
CUSIP NO. 25160E102
 
Percentage: Approximately 4.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,025,693
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,025,693
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Lipson has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.  The transactions in the Shares by WIHP and WITRP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
BPIP
 
 
(a)
As of the close of business on July 19, 2016, BPIP beneficially owned 271,263 Shares.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 271,263
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 271,263
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by BPIP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
F.
BPM
 
 
(a)
BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 271,263 Shares owned by BPIP.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 271,263
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 271,263
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BPM has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.  The transactions in the Shares by BPIP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.
Mr. Ferguson
 
 
(a)
Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 271,263 Shares owned by BPIP.
 
 
13

 
CUSIP NO. 25160E102
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 271,263
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 271,263
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Ferguson has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.  The transactions in the Shares by BPIP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.
Mr. Chelo
 
 
(a)
As of the close of business on July 19, 2016, Mr. Chelo, did not beneficially own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Chelo has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
 
I.
Mr. Crouse
 
 
(a)
As of the close of business on July 19, 2016, Mr. Crouse, did not beneficially own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Crouse has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
14

 
CUSIP NO. 25160E102
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following:
 
 
99.1
Press Release
 
 
15

 
CUSIP NO. 25160E102
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: July 20, 2016
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
 
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON, Individually and as attorney-in-fact for Matthew S. Crouse

 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Manager

 
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Manager


 
/s/ Robert Ferguson
 
ROBERT FERGUSON, Individually and as attorney-in-fact for Neil R. Chelo
 
 
16

 
CUSIP NO. 25160E102
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D
 
Date of
Purchase/Sale
Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
7/14/2016
(28,400)
8.4479
7/15/2016
(11,400)
8.4481
7/18/2016
(19,500)
8.4736
7/19/2016
(2,400)
8.4282
     
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
7/14/2016
(19,400)
8.4479
7/15/2016
(7,800)
8.4481
7/18/2016
(13,300)
8.4736
7/19/2016
(1,700)
8.4282
     
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
7/14/2016
(12,793)
8.4471
7/15/2016
(5,051)
8.4461
7/18/2016
(8,813)
8.4725
7/19/2016
(1,100)
8.4191

 
EX-99.1 2 ex991to13da306290044_072016.htm PRESS RELEASE ex991to13da306290044_072016.htm
Exhibit 99.1
 
FOR IMMEDIATE RELEASE                                                                                                 
July 19, 2016
 
WESTERN INVESTMENT SUBMITS PROPOSALS TO DECLASSIFY THE BOARDS
OF TWO DEUTSCHE INVESTMENT MANAGEMENT FUNDS –
DEUTSCHE MULTI-MARKET INCOME TRUST (KMM) AND
DEUTSCHE STRATEGIC INCOME TRUST (KST)

Declassification Would Be a Crucial First Step in Improving the Deutsche Funds’ Long History of Abusive Corporate Governance Practices

Western Investment is Pleased that the SEC has Rejected the Deutsche Funds’ Multiple Attempts to Block the Proposals

NEW YORK, N.Y., July 19, 2016 – Western Investment LLC (“Western Investment”), which together with certain affiliates and other members of its group, beneficially owns approximately 5.7% of the outstanding shares of common stock of Deutsche Multi-Market Income Trust (NYSE: KMM) (“KMM”) and approximately 5.8% of the outstanding common stock of Deutsche Strategic Income Trust (NYSE: KST) (“KST” and together with KMM, the “Deutsche Funds”), announced that it has submitted proposals, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, to each of the Deutsche Funds to be considered at their 2016 annual meetings of stockholders, which provide that the funds shall take the necessary steps to declassify their boards so that all members are elected on an annual basis.  Western Investment has also nominated candidates for election as directors to the boards of each of the Deutsche Funds, and will be filing a proxy statement and proxy card with the Securities and Exchange Commission (“SEC”) in connection with such proxy solicitation.

Western Investment believes that these proposals, if approved and implemented, would represent a crucial step in providing greater accountability of each fund’s board to stockholders.  Declassification of the boards would also bring the Deutsche Funds’ corporate governance practices more in-line with the recommended governance practices adopted by the two leading proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis and with those of the vast majority of domestic companies in the S&P 500 and Russell 1000 indexes.

Western Investment is dismayed that the Deutsche Funds have wasted shareholder assets in multiple failed efforts to seek to block or change the proposals and/or statements submitted by Western Investment.  Fortunately, all of the Deutsche Funds’ efforts were rejected by the Securities and Exchange Commission.  The trend over the past several years has been towards greater board accountability, however, the Deutsche Funds have continued to fight to keep their shareholder-unfriendly classified boards in place.

Deutsche Investment Management is an affiliate of Deutsche Bank AG.  Deutsche Bank AG’s stock closed today at $14.01, down sharply from its high of $160 in 2008.
 
 
 

 
 
Below are the full texts of the declassification proposals which have been submitted to KMM and KST:

KMM Proposal:

Proposal
 
RESOLVED, that the shareholders of Deutsche Multi-Market Income Trust (“KMM”) hereby request that the Board of Directors of KMM (the “Board”) take the necessary steps to declassify the Board so that all directors are elected on an annual basis.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.
 
Supporting Statement:
 
We believe the annual election of all directors encourages board accountability to its shareholders and when directors are held accountable for their actions, they perform better.  This view is shared by most, who believe it to be the standard for corporate governance best practices.  According to FactSet Research Systems, the vast majority of companies in the S&P 500 and Russell 1000 indexes elect all directors annually, with only approximately 10.5% and 25%, respectively, of companies retaining classified boards.
 
Currently, the KMM Board is divided into three classes serving staggered three-year terms.  It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders.  A classified board protects the incumbents, which in turn limits accountability to shareholders.
 
KMM’s investment manager, Deutsche Investment Management Americas Inc. (“DIM”), has further blocked shareholder rights by requiring that directors be elected by a near-impossible absolute majority of shares outstanding, rather than a majority of shares voting, thereby enabling losing incumbents to remain in office following a contested election.
 
Further, KMM’s Board has a long history of acting in an undemocratic manner by failing to recognize all votes cast, failing to seat dissident directors who won the overwhelming majority of votes cast at annual meetings and failing to hold timely annual meetings.
 
Subsequently, the director of the SEC’s Division of Investment Management has publicly criticized all of these shareholder-unfriendly behaviors.
 
We remain committed to improving corporate governance at KMM for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement and will help KMM achieve its optimal valuation.
 
In this challenging economic environment, accountability for performance must be given to the shareholders whose capital has been entrusted in the form of share investments in KMM.  Sadly, KMM’s shares have consistently traded at a persistent discount to its per share net asset value.  For example, on September 29, 2015, the discount was an abysmal 17.76%.
 
 
 

 
 
DIM has overseen significant losses in KMM and its seven taxable sister funds.  Due to shareholder pressures (including overwhelming losses in proxy contests), six of the seven funds have, or are scheduled to be, liquidated or converted into open-end funds.
 
KMM’s classified board and majority voting requirements also violate DIM’s own corporate governance voting standards, an embarrassing contradiction.
 
If this proposal is approved and adopted by the Board, all directors would be subject to annual election after the phase-in period.
 
For a greater voice in KMM’s corporate governance and to increase the accountability of the Board to shareholders, we urge you to vote FOR this proposal.

KST Proposal:

Proposal
 
RESOLVED, that the shareholders of Deutsche Strategic Income Trust (“KST”) hereby request that the Board of Directors of KST (the “Board”) take the necessary steps to declassify the Board so that all directors are elected on an annual basis.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.
 
Supporting Statement:
 
We believe the annual election of all directors encourages board accountability to its shareholders and when directors are held accountable for their actions, they perform better.  This view is shared by most, who believe it to be the standard for corporate governance best practices.  According to FactSet Research Systems, the vast majority of companies in the S&P 500 and Russell 1000 indexes elect all directors annually, with only approximately 10.5% and 25%, respectively, of companies retaining classified boards.
 
Currently, the KST Board is divided into three classes serving staggered three-year terms.  It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders.  A classified board protects the incumbents, which in turn limits accountability to shareholders.
 
KST’s investment manager, Deutsche Investment Management Americas Inc. (“DIM”), has further blocked shareholder rights by requiring that directors be elected by a near-impossible absolute majority of shares outstanding, rather than a majority of shares voting, thereby enabling losing incumbents to remain in office following a contested election.
 
Further, KST’s Board has a long history of acting in an undemocratic manner by failing to recognize all votes cast, failing to seat dissident directors who won the overwhelming majority of votes cast at annual meetings and failing to hold timely annual meetings.
 
Subsequently, the director of the SEC’s Division of Investment Management has publicly criticized all of these shareholder-unfriendly behaviors.
 
 
 

 
 
We remain committed to improving corporate governance at KST for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement and will help KST achieve its optimal valuation.
 
In this challenging economic environment, accountability for performance must be given to the shareholders whose capital has been entrusted in the form of share investments in KST.  Sadly, KST’s shares have consistently traded at a persistent discount to its per share net asset value.  For example, on August 25, 2015, the discount was an abysmal 18.56%.
 
DIM has overseen significant losses in KST and its seven taxable sister funds.  Due to shareholder pressures (including overwhelming losses in proxy contests), six of the seven funds have, or are scheduled to be, liquidated or converted into open-end funds.
 
KST’s classified board and majority voting requirements also violate DIM’s own corporate governance voting standards, an embarrassing contradiction.
 
If this proposal is approved and adopted by the Board, all directors would be subject to annual election after the phase-in period.
 
For a greater voice in KST’s corporate governance and to increase the accountability of the Board to shareholders, we urge you to vote FOR this proposal.
 


SOURCE:  Western Investment LLC

CONTACT:

Arthur D. Lipson
Western Investment LLC
(801) 942-7803

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
 
Western Investment (“Western Investment”), together with the other participants named herein (collectively, the “Western Group”) intends (i) to make a preliminary filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees and certain business proposals at the 2016 Annual Meeting of Stockholders (the “KMM Annual Meeting”) of Deutsche Multi-Market Income Trust, a Massachusetts business trust (“KMM”) and (ii) to make a preliminary filing with the SEC of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees and certain business proposals at the 2016 Annual Meeting of Stockholders (the “KST Annual Meeting”) of Deutsche Strategic Income Trust, a Massachusetts business trust (“KST”).
 
The participants in the proxy solicitation at KMM and KST are: Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Western Investment LLC, a Delaware limited liability company (“WILLC”), Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Robert Ferguson, Neil R. Chelo and Matthew S. Crouse.
 
 
 

 
 
THE WESTERN GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF KMM AND KST TO READ THE RESPECTIVE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.  SUCH PROXY STATEMENTS AND OTHER PROXY MATERIALS WITH RESPECT TO KMM AND KST, WHEN FILED, WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.  IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF DEFINITIVE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST.
 
As of the close of business on July 19, 2016, WIHP beneficially owned directly 603,200 shares of common stock, $0.01 par value (the “KMM Common Stock”), of KMM.  As of the close of business on July 19, 2016, WITRP beneficially owned directly 411,880 shares of KMM Common Stock. As of the close of business on July 19, 2016, WILLC beneficially owned directly 900 shares of KMM Common Stock and as the general partner of WIHP and WITRP may be deemed the beneficial owner of the (i) 603,200 shares of KMM Common Stock owned by WIHP and (ii) 411,880 shares of KMM Common Stock owned by WITRP.  As of the close of business on July 19, 2016, Mr. Lipson beneficially owned directly owned 9,713 shares of KMM Common Stock and as the managing member of WILLC, may be deemed the beneficial owner of the (i) 900 shares of KMM Common Stock owned by WILLC, (ii) 603,200 shares of KMM Common Stock owned by WIHP and (iii) 411,880 shares of KMM Common Stock owned by WITRP.  As of the close of business on July 19, 2016, BPIP beneficially owned directly 271,263 shares of KMM Common Stock.  BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 271,263 shares of KMM Common Stock owned by BPIP.  Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 271,263 shares of KMM Common Stock owned by BPIP.  As of the close of business on July 19, 2016, Mr. Chelo, did not beneficially own any shares of KMM Common Stock.  As of the close of business on July 19, 2016, Mr. Crouse, did not beneficially own any shares of KMM Common Stock.

As of the close of business on July 19, 2016, WIHP beneficially owned directly 106,722 shares of common stock, $0.01 par value (the “KST Common Stock”), of KST. As of the close of business on July 19, 2016, WITRP beneficially owned directly 89,268 shares of KST Common Stock. As of the close of business on July 19, 2016, WILLC beneficially owned directly 900 shares of KST Common Stock and as the general partner of WIHP and WITRP may be deemed the beneficial owner of the (i) 106,722 shares of KST Common Stock owned by WIHP and (ii) 89,268 shares of KST Common Stock owned by WITRP.  As of the close of business on July 19, 2016, Mr. Lipson, as the managing member of WILLC, may be deemed the beneficial owner of the (i) 900 shares of KST Common Stock owned by WILLC, (ii) 106,722 shares of KST Common Stock owned by WIHP and (iii) 89,268 shares of KST Common Stock owned by WITRP.  As of the close of business on July 19, 2016, BPIP beneficially owned directly 61,427 shares of KST Common Stock.  BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 61,427 shares of KST Common Stock owned by BPIP.  Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 61,427 shares of KST Common Stock owned by BPIP.  As of the close of business on July 19, 2016, Mr. Chelo, did not beneficially own any shares of KST Common Stock.  As of the close of business on July 19, 2016, Mr. Crouse, did not beneficially own any shares of KST Common Stock.