GDL FUND — Director's Dealing 2013

Mar 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GDL FUND (GDL.B)
CIK: 0001378701
Period of Report: 2013-03-25

Reporting Person: GABELLI MARIO J (Director, 10% Owner, Control Person of Adviser)
Reporting Person: GGCP, INC. (Majority shareholder of GAMCO)
Reporting Person: GAMCO INVESTORS, INC. ET AL (Owner of Adviser)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-25	Series B Cumulative Puttable and Callable Preferred Shares	J	85100	$50	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Series B Cumulative Puttable and Callable Preferred Shares	130000	Indirect
Series B Cumulative Puttable and Callable Preferred Shares	425148	Direct

Footnotes

F1: Shares were surrendered in accordance with Right to Put to the Fund up to 100% of the Outstanding Series B Cumulative Puttable and Callable Preferred Shares.

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.