| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, $0.00001 par value |
| (b) | Name of Issuer:
Virtus Dividend, Interest and Premium Strategy Fund |
| (c) | Address of Issuer's Principal Executive Offices:
101 Munson Street, Greenfield,
MASSACHUSETTS
, 01301. |
Item 1 Comment:
This Amendment No. 6 amends Items 3, 4, 5, and 7. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D/A is being jointly filed by:
(i) Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital");
(ii) Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and
(iii) Mr. Boaz R. Weinstein ("Mr. Weinstein"),
(together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein. |
| (b) | The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
| (c) | The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities. |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $121,802,642 was paid to acquire the Common Shares reported herein. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented as follows: On April 17, 2026, Saba Capital Management, L.P. ("Saba") entered into a standstill agreement (the "Agreement") with the Issuer and its investment adviser, pursuant to which the Issuer agreed to commence a cash tender offer to purchase 25% of its outstanding Common Shares at a price per share equal to 99% of the Issuer's net asset value per share (the "Tender Offer").
The Agreement also provides for customary standstill provisions during the period from the date of the Agreement through the date that is the earliest of (i) the conclusion of the Issuer's 2028 annual meeting of shareholders or July 15, 2028, whichever is earlier, (ii) such date that the Issuer determines not to conduct or to discontinue the Tender Offer and (iii) October 21, 2026, if the Tender Offer Payment Date (as such term is defined in the Agreement) has not occurred on or prior to that date for any reason (the "Effective Period"). In connection with the Agreement, Saba withdrew its notice of intent to nominate an independent trustee for election at the Issuer's 2026 annual meeting of shareholders.
The foregoing summary of the Agreement shall not be deemed complete and is qualified in its entirety by reference to the full text of the Agreement, the form of which is attached hereto as Exhibit 4 to this Schedule 13D/A and incorporated by reference herein. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 92,967,244 shares of common stock outstanding as of 3/31/26, as disclosed in the company's SC TO-C filed 4/20/26. |
| (b) | See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The transactions in the Common Shares effected from the filing of the Schedule 13D/A on 3/3/26 by the Reporting Persons to 4/17/26, the date of the event which required filing of this Schedule 13D/A, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. |
| (d) | The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 4 - Standstill Agreement and Exhibit 5 - Schedule A |
