UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Gabelli Dividend & Income Trust (Name of Issuer) ----------------------------------------------------------- Auction Preferred Stock (Title of Class of Securities) ----------------------------------------------------------- 36242H302 36242H401 36242H609 (CUSIP Number) ----------------------------------------------------------- Jun 28th, 2024 (Date of Event Which Requires Filing of this Statement) ----------------------------------------------------------- Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d 1(b) / / Rule 13d 1(c) / / Rule 13d 1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The event triggering notification is the redemption of shares by the Issuer, which expired on 26th Jun, 2024. CUSIP No. 36242H302, 36242H401, 36242H609 1. Names of reporting persons UBS Group AG,for the benefit and on behalf of UBS Securities LLC and UBS Financial Services Inc., two-wholly owned subsidiaries of UBS AG to which UBS AG has delegated portions of its performance obligations with respect to the Auction Rate Securities Rights issued by UBS AG to certain clients and pursuant to which the securities reported herein have been purchased from such clients. ----------------------------------------------------------- 2. Check the appropriate box if a member of a group a / / b / / See Item 8 of attached schedule ----------------------------------------------------------- 3. SEC use only ----------------------------------------------------------- 4. Citizenship or place of organization Switzerland ----------------------------------------------------------- Number of shares beneficially owned by each reporting person with: Number of 5. Sole Voting Power 0 Shares Bene- 6. Shared Voting Power 0 ficially 7. Sole Dispositive Power 0 Owned by Each 8. Shared Dispositive Power 0 ----------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 ----------------------------------------------------------- 10. Check if the aggregate amount in Row (9) excludes certain shares (see instructions) Shares / / ----------------------------------------------------------- 11. Percent of class represented by amount in Row (9) 0% ----------------------------------------------------------- 12. Type of reporting person (see instructions) BK ----------------------------------------------------------- These amounts reflect UBS Group AGs combined holdings in the series of auction preferred stock of the issuer identified by the CUSIP numbes(s)set forth on the cover page of this Schedule 13G. This calculation reflects a fraction the numerator of which is the total set forth in Item 9 of this cover page and the denominator of which is the aggregate amount of auction preferred stock of all series identified in Item 2(e)of this Schedule 13G, which latter amount is treated herein as a single class of securities. ----------------------------------------------------------- Item 1(a) Name of issuer: Gabelli Dividend & Income Trust ----------------------------------------------------------- Item 1(b) Address of issuer's principal executive offices: Gabelli Dividend & Income Trust One Corporate Center Rye, New York 10580-1422 ----------------------------------------------------------- 2(a) Name of person filing: UBS Group AG ----------------------------------------------------------- 2(b) Address or principal business office or, if none, residence: UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland ----------------------------------------------------------- 2(c) Citizenship: Switzerland ----------------------------------------------------------- 2(d) Title of class of securities: Auction Preferred Stock ----------------------------------------------------------- 2(e) CUSIP No.: 36242H302, 36242H401, 36242H609 ----------------------------------------------------------- Item 3. If this statement is filed pursuant to Sections 240.13d 1(b) or 240.13d 2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) /X /Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a 8); (e / / An investment adviser in accordance with Section 240.13d 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d 1(b)(1)(ii)(F); (g) // A parent holding company or control person in accordance with Section 240.13d 1(b)(1)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a 3); (j) / / A non-U.S. institution in accordance with Section 240.13d 1(b)(1)(ii)(J); (k) / / Group, in accordance with Section 240.13d 1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d 1(b)(1)(ii)(J), please specify the type of institution: ________________________________ ----------------------------------------------------------- Item 4. Ownership Items 5-11 of the cover page and Item2(e)above are incorporated by reference in our response to this Item 4 ----------------------------------------------------------- Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following /x/. Dissolution of a group requires a response to this item. Item 6. Ownership of More than 5 Percent on Behalf of Another Person.See the final sentence in Item 7 below, which is incorporated by referenced into this Item 6. ----------------------------------------------------------- Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. This statement on Schedule 13G is being filed by UBS Group AG, for the benefit and on behalf of UBS Securities LLC and UBS Financial Services Inc,two-wholly owned subsidiaries of UBS AG to which UBS AG has delegated portions of its performance obligations with respect to the Auction Rate Securities Rights issued by UBS AG to certain clients. ----------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. N/A ----------------------------------------------------------- Item 9. Notice of Dissolution of Group. N/A ----------------------------------------------------------- Item 10. Certifications By signing below I certify that,to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under Section 240(sub section).14a-11. Signatures 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. Date: 06/28/2024 Signature: /s/ Name: Andrew Johnson Title: Director Date: 06/28/2024 Signature: /s/Jignesh Doshi Name: Jignesh Doshi Title: Managing Director