GDL FUND — Director's Dealing 2011

Mar 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GDL FUND (GDLXR)
CIK: 0001378701
Period of Report: 2011-03-21

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
2011-03-21	Rights for Series B Preferred Shares	S	4800	$0.7171	Disposed	195200	Indirect
2011-03-22	Rights for Series B Preferred Shares	S	25000	$0.7158	Disposed	170200	Indirect
2011-03-22	Rights for Series B Preferred Shares	S	24000	$0.7001	Disposed	323910	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Rights for Series B Preferred Shares	2151	Indirect
Rights for Series B Preferred Shares	1277457	Direct

Footnotes

F1: 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.

F2: 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.

F3: The shares reported reflect the total shares owned by Gabelli Securities, Inc. (GSI), a majority owned subsidiary of GAMCO. Mr. Gabelli has less than a 100% interest in GSI and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.