Corebridge Financial Form 4 Change in insider ownership

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

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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).

1. Name and Address of Reporting Person^*

Corebridge Financial, Inc.

(Last)

(First)

(Middle)

2919 ALLEN PARKWAY, WOODSON TOWER

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ClearBridge Energy Midstream Opportunity Fund Inc. [ EMO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2024

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series O Mandatory Redeemable Preferred Stock	09/09/2024		J⁽¹⁾⁽²⁾		125,716	A	$0	125,716	I	Held through subsidiaries⁽³⁾
Series P Mandatory Redeemable Preferred Stock	09/09/2024		J⁽¹⁾⁽²⁾		234,286	A	$0	234,286	I	Held through subsidiaries⁽⁴⁾
3.46% Series M Senior Secured Notes due June 11, 2025	09/09/2024		J⁽¹⁾⁽²⁾		559,610.2	A	$0	$559,610.2	I	Held through subsidiaries⁽⁵⁾
3.56% Series N Senior Secured Notes due June 11, 2027	09/09/2024		J⁽¹⁾⁽²⁾		1,492,293.86	A	$0	$1,492,293.86	I	Held through subsidiaries⁽⁶⁾
3.76% Series O Senior Secured Notes due June 11, 2030	09/09/2024		J⁽¹⁾⁽²⁾		2,051,904.07	A	$0	$2,051,904.07	I	Held through subsidiaries⁽⁷⁾
Series J Mandatory Redeemable Preferred Stock	09/09/2024		J⁽¹⁾⁽²⁾		70	D	$0	0	I	Held through subsidiaries⁽⁸⁾
Series J Mandatory Redeemable Preferred Stock	09/09/2024		J⁽¹⁾⁽²⁾		200,001	A	$0	200,001	I	Held through subsidiaries⁽⁸⁾
4.66% Series H Senior Secured Notes due October 15, 2025								$5,494,298.53	I	Held through subsidiaries⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Corebridge Financial, Inc.

(Last)

(First)

(Middle)

2919 ALLEN PARKWAY, WOODSON TOWER

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AMERICAN GENERAL LIFE INSURANCE CO

(Last)

(First)

(Middle)

2727-A ALLEN PARKWAY

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VARIABLE ANNUITY LIFE INSURANCE CO /TX/

(Last)

(First)

(Middle)

2727-A ALLEN PARKWAY

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 9, 2024, pursuant to an Agreement and Plan of Merger, dated September 6, 2024, between the Issuer and ClearBridge MLP and Midstream Fund, Inc. ("CEM"), CEM merged with and into the Issuer (the "Merger").

2. As a result of the Merger, among other things, (1) the Issuer issued and delivered to holders of the CEM's Mandatory Redeemable Preferred Stock ("MRPS") newly issued shares of the Issuer'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 CEM MRPS ceased to be outstanding and were automatically canceled and (2) the Issuer expressly assumed the obligations of CEM, under, among other things, CEM's outstanding Senior Secured Notes (the "Notes") and, at the request of a holder of CEM's outstanding Notes, the Issuer issued replacement Notes with the same aggregate principal amount outstanding and terms as the CEM Notes. Any CEM Notes for which replacement Notes were issued ceased to be outstanding and were automatically canceled.

3. 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 hold 2,858 shares and 82,858 shares of the reported securities, respectively. Corebridge Institutional Investments, (U.S.), LLC ("CIIUS"), an indirect wholly owned subsidiary of CRBG, may be deemed to have beneficial ownership of 40,000 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 is the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

4. AGLIC directly holds 160,000 shares of the reported securities. CIIUS may be been deemed to have beneficial ownership of 74,286 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 is the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

5. AGLIC and The Variable Annuity Life Insurance Company ("VAL"), an indirect wholly owned subsidiary of CRBG, directly hold $373,073.46 principal amount and $186,536.74 principal amount of the reported securities, respectively.

6. AGLIC directly holds $1,492,293.86 principal amount of the reported securities.

7. AGLIC and USL directly hold $1,380,371.82 principal amount and $671,532.25 principal amount of the reported securities, respectively.

8. In connection with the Merger, the Issuer cancelled and re-issued its MRPS that were issued and outstanding immediately prior to the Merger to align the voting rights of all of the Issuer's MRPS so that each MRPS holder will have one vote for every $35 of liquidation preference following the consummation of the Merger. As a result of the foregoing, AGLIC now directly holds 134,286 shares of the reported securities and CIIUS may be deemed to have beneficial ownership of 65,715 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 is the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

9. AGLIC, USL and VAL directly hold $727,994.46 principal amount, $549,430.31 principal amount and $2,472,434.13 principal amount of the reported securities, respectively. CIIUS may be deemed to have beneficial ownership of $1,744,439.63 principal amount 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 is the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

Remarks:

Filed pursuant to Section 30(h) of the Investment Company Act of 1940. As a result of the Merger, VAL is no longer subject to Section 16 in connection with its transactions in securities of the Issuer.

	/s/ Christine A. Nixon, Authorized Signatory of Corebridge Financial, Inc.	09/11/2024
	/s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company	09/11/2024
	/s/ Julie A. Cotton Hearne, Authorized Signatory of The Variable Annuity Life Insurance Company	09/11/2024
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Corebridge Financial (CRBG) Form 4Change in insider ownership