GDL FUND — Director's Dealing 2011

Apr 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GDL FUND (GDL.B)
CIK: 0001378701
Period of Report: 2011-04-15

Reporting Person: GABELLI MARIO J (Director, 10% Owner, Control Person of Adviser)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-15	Series B Cumulative Puttable and Callable Preferred Shares	X	85100	$50	Acquired	85100	Indirect
2011-04-15	Series B Cumulative Puttable and Callable Preferred Shares	X	115000	$50	Acquired	115000	Indirect
2011-04-15	Series B Cumulative Puttable and Callable Preferred Shares	X	425148	$50	Acquired	425148	Direct

Footnotes

F1: The reporting entity acquired the Series B preferred shares through the exercise of preferred share purchase rights acquired through a pro-rata distribution of such rights by the Issuer as of the record date of March 1, 2011.

F2: The shares reported reflect the total shares owned by GAMCO Investors, Inc. (GAMCO). Mario J. Gabelli is the Chairman, Chief Executive Officer, and controlling shareholder of GAMCO. Mr. Gabelli has less than a 100% interest in GAMCO and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

F3: The shares reported reflect the total shares owned by GGCP, Inc. (GGCP). Mario J. Gabelli is the Chief Executive Officer, a director, and the controlling shareholder of GGCP. Mr. Gabelli has less than a 100% interest in GGCP and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.