Sec Form 4 Filing - Corebridge Financial, Inc. @ ClearBridge MLP & Midstream Fund Inc. - 2024-09-09

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Corebridge Financial, Inc.
2. Issuer Name and Ticker or Trading Symbol
ClearBridge MLP & Midstream Fund Inc. [ CEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
2919 ALLEN PARKWAY, WOODSON TOWER
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2024
(Street)
HOUSTON, TX77019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series J Mandatory Redeemable Preferred Stock 09/09/2024 J( 1 )( 2 ) 44 D $ 0 0 I Held through subsidiaries ( 3 )
Series K Mandatory Redeemable Preferred Stock 09/09/2024 J( 1 )( 2 ) 82 D $ 0 0 I Held through subsidiaries ( 4 )
3.46% Senior Secured Notes Series I due June 11, 2025 09/09/2024 J( 1 )( 2 ) 559,610.2 D $ 0 $ 0 I Held through subsidiaries ( 5 )
3.56% Senior Secured Notes Series J due June 11, 2027 09/09/2024 J( 1 )( 2 ) 1,492,293.86 D $ 0 $ 0 I Held through subsidiaries ( 6 )
3.76% Senior Secured Notes Series K due June 11, 2030 09/09/2024 J( 1 )( 2 ) 2,051,904.07 D $ 0 $ 0 I Held through subsidiaries ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Corebridge Financial, Inc.
2919 ALLEN PARKWAY, WOODSON TOWER
HOUSTON, TX77019
See Remarks
Signatures
/s/ Christine A. Nixon, Authorized Signatory of Corebridge Financial, Inc. 09/11/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 9, 2024, pursuant to an Agreement and Plan of Merger, dated September 6, 2024, between ClearBridge Energy Midstream Opportunity Fund, Inc. ("EMO") and the Issuer, the Issuer merged with and into EMO (the "Merger").
( 2 )As a result of the Merger, among other things, (1) EMO issued and delivered to holders of the Issuer's Mandatory Redeemable Preferred Stock ("MRPS") newly issued shares of EMO's MRPS with the same aggregate liquidation preference and other terms as the CEM MRPS that were issued and outstanding immediately prior to the Merger (other than voting rights, which correspond to every $35 of liquidation preference in the case of the newly issued MRPS), and the Issuer's MRPS ceased to be outstanding and were automatically canceled and (2) EMO expressly assumed the obligations of the Issuer under, among other things, the Issuer's outstanding Senior Secured Notes (the "Notes") and, at the request of a holder of the Issuer's outstanding Notes, EMO issued replacement Notes with the same aggregate principal amount outstanding and terms as the Issuer's Notes. Any of the Issuer's Notes for which replacement Notes were issued ceased to be outstanding and were automatically canceled.
( 3 )Prior to the Merger, American General Life Insurance Company ("AGLIC") and The United States Life Insurance Company in the City of New York ("USL"), each an indirect wholly owned subsidiary of Corebridge Financial, Inc. ("CRBG"), directly held 1 share and 29 shares of the reported securities, respectively. Corebridge Institutional Investments, (U.S.), LLC ("CIIUS"), an indirect wholly owned subsidiary of CRBG, may have been deemed to have beneficial ownership of 14 shares of the reported securities held by a controlled subsidiary of American International Group, Inc. ("AIG"), pursuant to an investment management agreement. CRBG disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that CRBG was the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.
( 4 )Prior to the Merger, AGLIC directly held 56 shares of the reported securities. CIIUS may have been deemed to have beneficial ownership of 26 shares of the reported securities held by a controlled subsidiary of AIG, pursuant to an investment management agreement. CRBG disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that CRBG was the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.
( 5 )Prior to the Merger, AGLIC and The Variable Annuity Life Insurance Company, an indirect wholly owned subsidiary of CRBG, directly held $373,073.46 principal amount and $186,536.74 principal amount of the reported securities, respectively.
( 6 )Prior to the Merger, AGLIC directly held $1,492,293.86 principal amount of the reported securities.
( 7 )Prior to the Merger, AGLIC and USL directly held $1,380,371.82 principal amount and $671,532.25 principal amount of the reported securities, respectively.

Remarks:
Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

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