UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WESTERN ASSET VARIABLE RATE STRATEGIC FUND INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
957667108
(CUSIP Number)
Relative Value Partners Group, LLC
1033 Skokie Blvd, Suite 470
Northbrook, IL 60062, 847-513-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 2015
(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), 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 Rule 13d-7 for other parties
to whom copies are to be sent.
* 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. 957667108 13D Page 2 of 4 Pages
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Relative Value Partners Group, LLC TIN 47-4067697
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER: 1,007,851
8. SHARED VOTING POWER:0
9. SOLE DISPOSITIVE POWER: 1,007,851
10. SHARED DISPOSITIVE POWER:0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,007,851
--------------------------------------------------------------------------------
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)
21.59%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
IA
--------------------------------------------------------------------------------
CUSIP No. 957667108 13D Page 3 of 4 Pages
--------------------------------------------------------------------------------
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed on
behalf of the Reporting Person to amend the Schedule 13D related to the Common
Stock of the Issuer previously filed by the Reporting Person with the Securities
and Exchange Commission on August 5, 2015, and as amended by Amendment No. 1
filed on December 11, 2015 thereto (together with this Amendment No. 2, the
"Schedule 13D"). This Amendment No. 2 is being filed to report a change in
beneficial ownership relating to the disposition of shares of Common Stock of
the Issuer by the Reporting Person and to update the intention of the Reporting
Person with respect to influencing the Issuer. Each capitalized term used and
not defined herein shall have the meaning assigned to such term in the Schedule
13D. Except as otherwise provided herein, each Item of the Schedule 13D remains
unchanged.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Person entered into a Tender Offer and Standstill Agreement with
the Issuer whereby the Issuer would initiate a tender offer for up to 30% of
the outstanding Shares, and the Reporting Person would vote in accordance with
management's recommendations on any matter affecting the Issuer's corporate
structure or operation for a period of two years.
With the execution of this agreement, the Reporting Person is no longer an
activist investor seeking to exert control over the Board of Directors of
the Issuer, and to the extent the Reporting Person acquires additional Shares
in the future, it will not be done with the aim of influencing management of
the Issuer or exerting any element of control over the Issuer's management.
Now a passive investor in the Issuer, the Reporting Person may acquire Shares
of the Issuer on the open market when it believes that the Shares are
undervalued and represent an attractive investment opportunity.
The Reporting Person intends to review its investment in the Issuer on a
continuing basis. Depending on various factors, including, without limitation,
the Issuer's financial position and strategic direction, actions taken by
management or the Board of Directors, price levels of the Shares, other
investment opportunities available to the Reporting Person, conditions in the
securities market and general economic and industry conditions, the Reporting
Person may in the future take such actions with respect to their investment
in the Issuer as it deems appropriate, including, without limitation,
purchasing additional Shares or selling some or all of their Shares, engaging
in short selling or any hedging or similar transactions with respect to the
Shares and/or otherwise changing their intention with respect to any and all
matters referred to in this Item 4 of Schedule 13D. The Reporting Person may,
at any time and from time to time, review or reconsider its position and/or
change their purpose and/or formulate plans or proposals with respect to their
investment in the Shares, except where prohibited by the agreement detailed in
Item 6 of this Schedule 13D.
The Reporting Person has not entered into any agreement with any third party to
act together for the purpose of acquiring, holding, voting or disposing of the
Shares reported herein.
CUSIP No. 957667108 13D Page 4 of 4 Pages
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The following disclosures are based on 4,668,407 shares of the Common Stock
outstanding as reported by the Issuer on their Schedule 14A filed November 30,
2015.
(a) The Reporting Person owns 1,007,851 shares of Common Stock, representing
approximately 21.59% of the outstanding Common Stock of the Issuer.
(b) The Reporting Person has sole power of these shares to vote or direct the
vote, or dispose or to direct the disposition.
(c) Since Amendment No. 1 filed on November 30, 2015, and as of December 2,
2015, the date by which the Reporting Person became required to file this
statement, the Reporting Person tendered 69,865 Shares as part of the Issuer's
tender offer for total proceeds of $1,195,954.53. The late reporting of these
tendered Shares is attributable to some of the Reporting Person's custodians'
lagging data feeds, which caused a two day delay in reporting the disposition
of these Shares.
(d) To the knowledge of the Reporting Person, other than described in this
Schedule 13D, no other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, shares owned by it.
(e) Not applicable.
--------------------------------------------------------------------------------
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.
Relative Value Partners Group, LLC
January 7, 2016
-------------------------------
DATE
/s/ MAURY FERTIG
-------------------------------
SIGNATURE
MAURY FERTIG/MANAGING MEMBER
--------------------------------
NAME/TITLE