SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
The GDL Fund
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 20-8195443 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
|
One Corporate Center Rye, New York |
10580-1422 | |
| (Address of principal executive offices) | (zip code) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
| Series C Cumulative Puttable and Callable Preferred Shares | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-213902
Securities to be registered pursuant to Section 12(g) of the Act: None
| Item 1 . | Description of Registrant’s Securities to be Registered. |
The sections captioned “Description of the Securities” in the Registrant’s Prospectus, dated December 15, 2017, and “Summary of the Terms of the Series C Preferred Shares” and “Special Features and Risks of the Series C Preferred Shares” in the Registrant’s Prospectus Supplement, dated February 14, 2018, both filed pursuant to Rule 497 under the Securities Act of 1933 (File No. 333-213902) on February 14, 2018, are incorporated herein by reference.
| Item 2 . | Exhibits . |
The following exhibits have been filed with the Securities and Exchange Commission and are incorporated by reference to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, File Nos. 333-213902 and 811-21969, as filed with the Securities and Exchange Commission on February 15, 2018:
| (1) | Amended and Restated Agreement and Declaration of Trust of Registrant | |
| (2) | Statement of Preferences of the Series C Cumulative Puttable And Callable Preferred Shares | |
| (3) | Amended & Restated By-Laws of Registrant | |
| (4) | Form of Subscription Certificate for Series C Preferred Shares | |
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|
The GDL Fund |
||||
| (Registrant) | ||||
| By: |
/s/ Bruce N. Alpert |
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| Name: | Bruce N. Alpert | |||
| Title: | President and Principal Executive Officer | |||
Date: March 22, 2018