SCHEDULE: Gabelli Entities Significantly Reduce Stake in Ellsworth Growth & Income Fund Preferred Shares via Put Option Exercise

Several Gabelli-affiliated entities, including Associated Capital Group and Mario J. Gabelli, have significantly reduced their beneficial ownership in Ellsworth Growth & Income Fund Ltd.'s Preferred Shares by exercising a put option, surrendering 420,000 shares.

Summary

• Reporting persons, including GAMCO Investors, Inc., GGCP, Inc., Associated Capital Group, Inc., and Mario J. Gabelli, filed an Amendment No. 2 to Schedule 13D regarding their beneficial ownership of Preferred Shares of ELLSWORTH GROWTH & INCOME FUND LTD.
• As of the filing, the aggregate beneficial ownership by the reporting persons is 145,000 Preferred Shares, representing 10.56% of the 1,373,524 shares outstanding as reported by the Issuer as of June 30, 2025.
• Associated Capital Group, Inc. beneficially owns 125,000 shares, representing 9.1% of the class, with sole voting and dispositive power.
• Mario J. Gabelli beneficially owns 20,000 shares, representing 1.5% of the class, with sole voting and dispositive power.
• On June 26, 2025, GAMCO Asset Management Inc. surrendered 100,000 Preferred Shares at a price of $10.00 per share.
• On June 26, 2025, Mario J. Gabelli surrendered 320,000 Preferred Shares at a price of $10.00 per share.
• These transactions, totaling 420,000 shares, resulted from the exercise of a right to put the shares to the fund, in accordance with the right to put up to 100% of the outstanding cumulative preferred shares.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment as it primarily reports a factual change in beneficial ownership due to the exercise of a contractual right (put option), rather than disclosing positive or negative operational or financial performance.

Positives

• The exercise of the put option at $10.00 per share allowed the reporting persons to realize a specific, pre-determined value for a significant portion of their preferred share holdings, providing liquidity and certainty of exit.

Negatives

• The substantial reduction in beneficial ownership (420,000 shares surrendered) indicates a decreased stake in Ellsworth Growth & Income Fund Ltd.'s Preferred Shares by key Gabelli-affiliated entities, potentially signaling a strategic reduction in exposure.

Risks

• No specific risks related to the issuer's operations or financial health are mentioned in this filing, which focuses solely on ownership changes and the exercise of a contractual right.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the issuer's future operations or financial performance, focusing solely on the change in beneficial ownership.

Industry Context

This filing reflects a significant reduction in a major investor's stake in a closed-end fund's preferred shares. Such actions can occur for various reasons, including portfolio rebalancing, liquidity needs, or a strategic decision to reduce exposure to a particular asset class or issuer. The exercise of a put option is a specific contractual right, indicating a planned exit mechanism for these preferred shares.

Comparison to Industry Standards

• The document does not provide sufficient information to compare the results or actions to specific industry benchmarks or comparable companies/projects.
• The transaction is an exercise of a contractual right (put option) specific to the terms of these preferred shares, rather than a performance metric that can be directly compared to industry standards.

Legal Proceedings

• The document explicitly states 'Not applicable' for disclosure of legal proceedings pursuant to Items 2(d) or 2(e).

Related Party Transactions

• The transactions involve entities and individuals (Mario J. Gabelli, GAMCO Asset Management Inc., Associated Capital Group, Inc.) that are part of the broader Gabelli investment group, indicating related party dealings in the context of their investment activities.

Stakeholder Impact

• Shareholders (Preferred): The exercise of the put option by significant holders could impact liquidity or the market perception of the preferred shares, depending on the issuer's ability to absorb the put and any subsequent actions.
• Issuer (Ellsworth Growth & Income Fund Ltd.): The fund is obligated to repurchase the shares under the put option, which would reduce its outstanding preferred shares and potentially impact its capital structure and liquidity, depending on the scale of the repurchase.

Key Dates

Keywords

SEC Filing, Schedule 13D, Beneficial Ownership, Preferred Shares, Put Option, ELLSWORTH GROWTH & INCOME FUND LTD, GAMCO Investors, Associated Capital Group, Mario Gabelli, Investment Fund, Share Surrender