Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
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The Herzfeld Caribbean Basin Fund, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
42804T106 (CUSIP Number) |
Thomas K. Morgan 119 Washington Ave., Suite 504 Miami Beach, FL, 33139 305-777-1660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/21/2024 (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 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.
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).
SCHEDULE 13D
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| CUSIP No. | 42804T106 |
| 1 |
Name of reporting person
Thomas J. Herzfeld, et al. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,909,101.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, IA |
Comment for Type of Reporting Person:
This amendment is filed on behalf of Thomas J. Herzfeld, et al. (the Reporting Person) with respect to common stock owned individually by the Reporting Person and in his role as portfolio manager of investment advisory accounts of the clients (Advisory Clients) of Thomas J. Herzfeld Advisors, Inc. a registered investment adviser for which Mr. Herzfeld has a dispositive and/or voting power (Accounts).Items 4 and 5 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined in this Amendment have the respective meanings ascribed to them in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
The Herzfeld Caribbean Basin Fund, Inc. |
| (c) | Address of Issuer's Prin
cipal Executive Offices:
119 Washington Ave., Suite 504, Miami Beach,
FLORIDA
, 33139. |
| Item 4. | Purpose of Transaction |
Not applicable. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number of shares of common stock to which this Schedule 13D relates is 3,909,101 shares representing 24.87% of the 15,720,897 shares outstanding as reported by the issuer as of November 25, 2024. |
| (b) | With respect to the shares of common stock owned individually, the Reporting Person beneficially owns with sole power to vote and dispose of 1,477,522 shares of common stock. With respect to the Accounts, the Reporting Person beneficially owns with shared power to vote and/or dispose of 2,431,579 shares of common stock. |
| (c) | "Open Market Transactions: On September 23, 2024 through the open market, the Advisory clients bought 1,085 shares at $2.30 and sold 327 shares at $2.28 and 705 shares at $2.29. On September 24, 2024 through the open market, the Advisory clients bought 22,724 shares at $2.2974. On September 30, 2024 through the open market, the Advisory clients bought 961 shares at $2.27. On October 10, 2024 through the open market, the Advisory clients sold 18,224 shares at $2.2948 . On October 22, 2024 through the open market, the Advisory clients bought 1,929 shares at $2.3934. On October 28, 2024 through the open market, the Advisory clients bought 1,132 shares at $2.45.Tender Offer: On November 21, 2024, the Herzfeld Caribbean Basin Fund, Inc. (the "Fund") announced the final results of a cash tender offer to purchase up to 5%, or 827,416 shares, of its outstanding shares of common stock (the "Shares") at 97.5% of the Fund's net asset value ("NAV") as of the close of ordinary trading on the NASDAQ Capital Market (the "NASDAQ") on November 15, 2024, the expiration date (the "Tender Offer"). The Reporting Person properly tendered 1,590,109 Shares prior to the expiration date of the Tender Offer. Under the terms and conditions of the Tender Offer, because the number of Shares properly tendered exceeded the number of Shares offered to purchase, the Fund purchased Shares properly tendered on a pro-rata basis, subject to rounding adjustment to avoid the purchase of fractional shares, of 7.08052%, which is the number of Shares purchased (827,416) divided by the number of Shares properly tendered by all participating stockholders of the Fund (11,685,770). Pursuant to the Tender Offer, the Fund purchased 112,588 of the Reporting Person's tendered Shares at $3.2273 per Share." |
| (d) | The owner of each of the Accounts individually has the right to receive and the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of common stock. To date no owner of an Account holds more than 5% of the Issuer's common shares. |
| (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.
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