SEC Form SC 13D/A filed by First Trust Motgage Income Fund (Amendment)

3/5/24 9:27:50 AM ET

Finance/Investors Services

Finance

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SC 13D/A 1 13DFMYamend27.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 27) First Trust Mortgage Income Fund ( FMY ) ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 33734E103 ------------------------------------------------------------------------------- (CUSIP Number) Paul E. Rasmussen 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402-4130 ------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 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 which is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] * 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. 33734E103 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Sit Investment Associates, Inc. ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) 00 ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Minnesota ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,274,727 Shares REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,274,727 Shares ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,274,727 Shares ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.99% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA ------------------------------------------------------------------------------- CUSIP No. 33734E103 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Sit Fixed Income Advisors II, LLC ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) 00 ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Minnesota ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,274,727 Shares REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,274,727 Shares ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,274,727 Shares ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.99% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA ------------------------------------------------------------------------------- ITEM 1 Security and Issuer Common Stock First Trust Mortgage Income Fund (FMY) First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 ITEM 2 Identity and Background a) and c) This statement is filed by: Sit Investment Associates, Inc., a Minnesota corporation (SIA), and Sit Fixed Income Advisors II, LLC, a Delaware limited liability company (SFI). Both SIA and SFI are parties to a Joint Filing Agreement as further described in Exhibit B to the initial Schedule 13D filed by SIA and SFI on March 18, 2015. SIA is a registered investment adviser. SFI is a registered investment adviser and subsidiary of SIA. SIA or SFI serves as investment adviser on behalf of its clients pursuant to investment management agreements with each of its clients which give SIA or SFI full discretionary authority to direct the investments of its client in accordance with the investment objectives and restrictions of the client. The investment management agreements also provide that SIA or SFI has assumed the responsibility to vote on behalf of its clients all shares held by its clients in accounts managed by SIA or SFI. Mr. Roger J. Sit is chairman and CEO of SIA and SFI. Mr. Ronald D. Sit is a vice president of SIA and director. By virtue of these positions, each of SIA, SFI, Mr. Roger Sit, and Mr. Ronald Sit may be deemed to beneficially own the Shares held by SIA and SFI. None of the named individuals own shares directly. Together SIA, SFI, Mr. Roger Sit, and Mr. Ronald Sit are the "Sit Entities". b) The business address of each of the Sit Entities is 3300 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402. d) During the last five years, neither Roger J. Sit nor Ronald D. Sit have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) During the last five years, none of the Sit Entities have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. f) Roger J. Sit and Ronald D. Sit are United States citizens. ITEM 3 Source and Amount of Funds or Other Consideration The Sit Entities acquired the Issuer's Shares in open market transactions with client funds held in custody accounts managed by SIA and SFI. ITEM 4 Purpose of Transaction The Sit Entities have acquired the Issuer's Shares for investment purposes, and such purchases have been made in the ordinary course of business. The Issuer's Shares have been acquired on behalf of SIA's and SFI's clients. In pursuing such investment purposes, the Sit Entities purchased the Shares based on the Sit Entities' belief that the Shares represented an attractive investment opportunity, and the Sit Entities may further purchase, hold, vote, trade, sell or otherwise deal in the Shares at the time, and in such manner, as they deem advisable to benefit from, among many things, changes in market prices of such Shares, the market prices of such Shares relative to the value of the Issuer's assets, changes in the Issuer's investment strategy, and composition of the Issuer's portfolio. The Sit Entities intend to review their investment in the Issuer's Shares on a continuing basis and may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including engaging in discussions with management, the Board of Directors and shareholders concerning, among other things, the Issuer's performance, the market prices of the Issuer's Shares relative to the value of the Issuer's assets, the distribution rate, the Issuer's capitalization, the Issuer's investment strategy and the Issuer's portfolio holdings. The Sit Entities may make binding and non-binding shareholder proposals, or may nominate one or more individuals as nominees for election to the Board. ITEM 5 Interest in Securities of the Issuer a) and b) The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 4,213,115 Shares outstanding as of March 4, 2024, which is the total number of Shares outstanding as reported on the Issuer's website. Certain clients of SIA and SFI purchased or sold Shares of the Issuer since the last 13D filing, resulting in a greater than 1% change in ownership of the Issuer by the Sit Entities. As of the date hereof, the Sit Entities may be deemed to be the beneficial owner of 2,274,727 Shares held in client accounts which represent 53.99% of the Issuer's outstanding Shares. Each of the Sit Entities may be deemed to have shared power to vote and dispose of such Shares. However, none of SIA's or SFI's directors or executive officers own Shares directly. c) Transactions in Shares by the Sit Entities in the last 60 days are set forth in Exhibit A. d) The clients of SIA and SFI have the right to participate in the receipt of dividends from, or proceeds from the sales of, the Shares held for their respective accounts. e) Not applicable ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Not applicable. ITEM 7 Materials to be Filed as Exhibits Exhibit A: Schedule of Transactions in Shares by Sit Entities in the last 60 days. Signature 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. ------------------ March 4, 2024 By: Sit Investment Associates, Inc. /s/ Roger J. Sit ----------------------------------- Name/Title: Roger J. Sit, Chairman & CEO By: Sit Fixed Income Advisors II, LLC /s/ Roger J. Sit ----------------------------------- Name/Title: Roger J. Sit, Chairman & CEO EXHIBIT A Schedule of Transactions in Shares by Sit Entities in the last 60 days: ------------------ ------------------ ------------------ ------------------ Shares of Common Date of Transaction Stock Purchased Price Transaction Type /(Sold) Per Share ($) ------------------ ------------------ ------------------ ------------------ 01/10/2024 BUY 404.0000 11.880000 01/24/2024 BUY 500.0000 11.870000 01/25/2024 BUY 263.0000 11.890000 01/30/2024 BUY 8,341.0000 11.920000 01/31/2024 BUY 2,208.0000 11.950000 02/07/2024 BUY 767.0000 11.930000 02/15/2024 BUY 5,360.0000 11.771601 02/21/2024 BUY 5,938.0000 11.699599 02/22/2024 BUY 33,600.0000 11.520000 02/22/2024 BUY 1,100.0000 11.520000 02/22/2024 BUY 62,455.0000 11.520000 02/22/2024 BUY 19,600.0000 11.520000 02/22/2024 BUY 3,200.0000 11.520000 02/22/2024 BUY 2,100.0000 11.520000 02/22/2024 BUY 2,400.0000 11.520000 02/22/2024 BUY 2,200.0000 11.520000 02/22/2024 BUY 2,500.0000 11.520000 02/22/2024 BUY 22,400.0000 11.520000 02/22/2024 BUY 10,700.0000 11.520000

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SEC Form SC 13D/A filed by First Trust Motgage Income Fund (Amendment)

3/5/24 9:27:50 AM ET

$FMY

Finance/Investors Services

Finance

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SEC Form SC 13D/A filed by First Trust Motgage Income Fund (Amendment)

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SEC Form SC 13D/A filed by First Trust Motgage Income Fund (Amendment)

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Press Releases

First Trust Mortgage Income Fund Declares its Monthly Common Share Distribution of $0.065 Per Share for June

First Trust Mortgage Income Fund Declares its Monthly Common Share Distribution of $0.065 Per Share for May

First Trust Mortgage Income Fund Declares its Monthly Common Share Distribution of $0.065 Per Share for April

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Insider Purchases

Director Kadlec Thomas R bought $6,056 worth of shares (503 units at $12.04), increasing direct ownership by 45% to 1,616 units (SEC Form 4)

Director Kadlec Thomas R bought $2,952 worth of shares (242 units at $12.20), increasing direct ownership by 28% to 1,113 units (SEC Form 4)

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SEC Filings

Amendment: SEC Form SCHEDULE 13D/A filed by First Trust Mortgage Income Fund

Amendment: SEC Form SCHEDULE 13D/A filed by First Trust Mortgage Income Fund

SEC Form N-CEN filed by First Trust Mortgage Income Fund

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Insider Trading

New insider Driscoll Thomas J. claimed no ownership of stock in the company (SEC Form 3)

Director Kadlec Thomas R bought $6,056 worth of shares (503 units at $12.04), increasing direct ownership by 45% to 1,616 units (SEC Form 4)

Director Kadlec Thomas R bought $2,952 worth of shares (242 units at $12.20), increasing direct ownership by 28% to 1,113 units (SEC Form 4)

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Financials

First Trust Mortgage Income Fund Declares its Monthly Common Share Distribution of $0.065 Per Share for June

First Trust Mortgage Income Fund Declares its Monthly Common Share Distribution of $0.065 Per Share for May

First Trust Mortgage Income Fund Declares its Monthly Common Share Distribution of $0.065 Per Share for April

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Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by First Trust Motgage Income Fund