UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
CLEARBRIDGE
MLP & MIDSTREAM FUND INC.
(Name of Issuer)
Mandatory Redeemable Preferred Stock
(Title of Class of Securities)
184692
3@8, 184692 4@7, 184692 5@6, 184692 6@5, 184692 7@4
(CUSIP Numbers)
June 9, 2024
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
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 disclosure 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, 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 Nos. 184692 3@8, 184692 4@7, 184692 5@6, 184692 6@5, 184692 7@4
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1. |
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Name of reporting person
Corebridge Financial, Inc. |
2. |
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Check the appropriate box if a member of a group
(a) ¨ (b) x |
3. |
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SEC use only
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4. |
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Citizenship or place of organization
Incorporated under the laws of the State of Delaware |
Number of
shares
beneficially
owned by
each
reporting
person
with
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5. |
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Sole voting power
0 |
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6. |
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Shared voting power
126 |
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7. |
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Sole dispositive power
0 |
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8. |
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Shared dispositive power
126 |
9. |
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Aggregate amount beneficially owned by each reporting person
126 |
10. |
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Check box if the aggregate amount in Row (9) excludes certain
shares ¨
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11. |
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Percent of class represented by amount in Row (9)
22.0% |
12. |
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Type of reporting person
HC |
ITEM 1 (a). |
NAME OF ISSUER: |
ClearBridge
MLP & Midstream Fund Inc. (the “Issuer”)
ITEM 1 (b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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620 Eighth
Avenue, 47th Floor
New York, NY 10018
ITEM 2 (a). |
NAME OF PERSON FILING: |
This Schedule
13G is filed by Corebridge Financial, Inc. (“CRBG”).
ITEM 2 (b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
2919 Allen Parkway, Woodson Tower
Houston, TX 77019
Incorporated under the laws of the State of Delaware.
ITEM 2 (d). |
TITLE OF CLASS OF SECURITIES: |
Mandatory Redeemable Preferred Stock
ITEM 2 (e). |
CUSIP NUMBERS: |
184692 3@8 (Series I Mandatory Redeemable Preferred Stock) (the “Series
I Preferred Stock”)
184692 4@7 (Series J Mandatory Redeemable Preferred Stock) (the Series
J Preferred Stock”)
184692 5@6 (Series K Mandatory Redeemable Preferred Stock (the “Series
K Preferred Stock”)
184692 6@5 (Series L Mandatory Redeemable Preferred Stock) (the “Series
L Preferred Stock”)
184692 7@4 (Series M Mandatory Redeemable Preferred Stock) (the “Series
M Preferred Stock”)
The Series
I Preferred Stock, the Series J Preferred Stock, the Series K Preferred Stock, the Series L Preferred Stock and the Series M Preferred
Stock, to the extent outstanding, form a single class of the Issuer’s preferred equity securities and are collectively referred
to in this Schedule 13G as the “Mandatory Redeemable Preferred Stock”.
ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §§
240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
¨ Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
¨ An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
x A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
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(j) |
¨ A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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(a) |
Amount beneficially owned:
126 |
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(b) |
Percent of class: 22.0%
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(c) |
Number of shares as to
which the person has: |
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(i) |
Sole power to vote or to
direct the vote: 0 |
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(ii) |
Shared power to vote or
to direct the vote: 126 |
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(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
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(iv) |
Shared power to dispose
or to direct the disposition of: 126 |
As of June 9, 2024, CRBG ceased to be a controlled subsidiary of American
International Group, Inc. (“AIG”). As a result of and following such event, CRBG and AIG report beneficial ownership independently
and CRBG reports beneficial ownership over securities its subsidiaries either hold directly or may be deemed to beneficially own pursuant
to investment management agreements. The percentage of shares of Mandatory Redeemable Preferred Stock beneficially owned or which may
be deemed to be beneficially owned, as reported in this Schedule 13G, is based on the aggregate number of votes and aggregate liquidation
preference in respect of the shares of Mandatory Redeemable Preferred Stock beneficially owned or which may be deemed to be beneficially
owned in relation to the total number of votes and total liquidation preference of all outstanding Mandatory Redeemable Preferred Stock.
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS. |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following ¨.
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON. |
Certain of
CRBG’s controlled subsidiaries, as noted below, have the right to receive or the power to direct the receipt of dividends
from, and the proceeds from the sale of, the Mandatory Redeemable Preferred Stock. American General Life Insurance Company and The United
States Life Insurance Company in the City of New York, each an indirect wholly owned subsidiary of CRBG, directly hold and beneficially
own 57 and 29 shares, respectively, of the Mandatory Redeemable Preferred Stock. In addition, Corebridge Institutional Investments (U.S.),
LLC, an indirect wholly owned subsidiary of CRBG, may be deemed to beneficially own 40 shares of the Mandatory Redeemable Preferred Stock
directly held by a controlled subsidiary of AIG, pursuant to an investment management agreement.
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. |
See Exhibit 99.1.
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP. |
Not applicable.
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
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.
Date: June 11, 2024
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COREBRIDGE FINANCIAL,
INC. |
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By |
/s/
Christine A. Nixon |
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Name: |
Christine A. Nixon |
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Title: |
Executive Vice President,
General Counsel and Corporate Secretary |
Exhibit 99.1
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Corebridge
Financial, Inc. — Subsidiary Information for the Mandatory Redeemable Preferred Stock:
American General
Life Insurance Company*:
Insurance Company pursuant to Rule 13d-1(b)(1)(ii)(C)
Category Symbol: IC
Corebridge
Institutional Investments (U.S.), LLC*:
Investment
Advisor pursuant to Rule 13d-1(b)(1)(ii)(E)
Category Symbol:
IA
The United States Life Insurance Company in the City of New York:
Insurance Company pursuant to Rule 13d-1(b)(1)(ii)(C)
Category Symbol: IC
*Entity beneficially owns or may be deemed to beneficially own 5% or
greater of the total number of votes and total liquidation preference of all outstanding shares of the security class being reported on
this Schedule 13G.
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