[Form 4] abrdn Japan Equity Fund, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Lucia DiMartino Rose, a director of abrdn Japan Equity Fund, Inc. (JEQ), reported a sale of common stock on 09/03/2025 in connection with the Fund's tender offer. The Form 4 shows 636 shares disposed at $8.04 per share, leaving 364 shares beneficially owned after the transaction. The filing explains the sale represents shares tendered into the Fund's tender offer and that purchases will be prorated; a preliminary proration factor of 63.63% is cited. The report was signed by an agent under power of attorney on 09/05/2025. The filer states an amended Form 4 may follow if final proration changes the number sold.

Positive

• Transaction disclosed in compliance with Section 16 reporting requirements, including price, date, and post-transaction holdings
• Sale executed pursuant to the issuer's tender offer, indicating the disposition was part of a structured corporate action rather than an open-market sale
• Filing notes possible amendment if final proration differs, showing attention to accurate reporting

Negative

• Director's beneficial ownership decreased to 364 shares following the disposition
• Initial proration is preliminary; final number of shares disposed is uncertain until an amended filing (if any) is made

Insights

Corporate Governance Expert

TL;DR Director sold shares through a prorated tender offer; filing notes potential amendment pending final proration.

This disclosure is routine for insider activity tied to an issuer-led tender offer. The transaction was executed through the Fund's tender offer process, not an open-market disposal, which limits immediate interpretive weight regarding management confidence. The reporting person remains a small shareholder with 364 shares after the disposition. The statement that an amended Form 4 may be filed if proration changes is appropriate and consistent with Section 16 reporting obligations.

Securities Compliance Analyst

TL;DR Form 4 correctly reports a tender-offer-related disposition and flags potential amendment for proration adjustments.

From a compliance perspective the filing includes required elements: reporting person identity and relationship as director, transaction date, price, shares disposed, post-transaction holdings, and an explanatory note about the preliminary proration factor (63.63%). Signature via POA is disclosed with date. No inaccuracies or missing mandatory fields are evident in the provided content; the conditional language about a possible amended filing aligns with best practices.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DiMartino Rose

(Last) (First) (Middle)

C/O ABRDN

1900 MARKET STREET, SUITE 200

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ABRDN JAPAN EQUITY FUND, INC. [ JEQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	09/03/2025		D		636(1)	D	$8.04	364	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The amount reported represents the estimated number of shares tendered to the Aberdeen Japan Equity Fund, Inc. (the "Fund") in connection with the issuer tender offer by the Fund pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 1, 2025 (the "Tender Offer"). The Fund will purchase only a prorated portion of the shares properly tendered by each tendering stockholder. Based on a preliminary count reported by the Fund, the preliminary proration factor is 63.63%. If necessary, an amended Form 4 will be filed to report the number of shares actually disposed of by the reporting person in connection with the Tender Offer once the final proration factor is determined.

	/s/ Lucia Sitar, by POA from Reporting Person	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did JEQ director Lucia DiMartino Rose report on the Form 4?

The Form 4 reports a sale of 636 common shares on 09/03/2025 at $8.04 per share, leaving 364 shares beneficially owned.

Why were the shares sold according to the filing for JEQ (ticker JEQ)?

The filing states the shares were tendered to the Fund as part of the issuer's tender offer; purchases will be prorated among tendering stockholders.

What is the proration factor mentioned in the JEQ Form 4?

A preliminary proration factor of 63.63% is reported; the filing notes the final proration could change and trigger an amended Form 4.

When was the Form 4 signed and by whom?

The Form 4 was signed by Lucia Sitar by power of attorney on 09/05/2025 on behalf of the reporting person.

Does the Form 4 indicate any open-market transactions for JEQ shares?

No; the Form 4 indicates the disposition was made pursuant to the Fund's tender offer, not via open-market trading.