GDL FUND — Major Shareholding Notification 2025

Mar 25, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13D/A 0000807249-07-000033 0000807249 XXXXXXXX LIVE 20 Common Shares 03/20/2025 false 0001378701 361570104 GDL FUND ONE CORPORATE CENTER ONE CORPORATE CENTER RYE NY 10580 DAVID GOLDMAN 9149215000 GAMCO INVESTORS, INC. ONE CORPORATE CENTER RYE NY 10580 0000807249 N GAMCO INVESTORS, INC. ET AL WC N NY 57252.00 0.00 57252.00 0.00 57252.00 Y 0.5 CO HC 0001460612 N GAMCO Asset Management Inc. OO N NY 12988.00 0.00 12988.00 0.00 12988.00 N 0.1 CO IA 0000932724 N GABELLI & Co INVESTMENT ADVISERS, INC. OO N DE 7364.00 0.00 7364.00 0.00 7364.00 N 0.1 CO IA Y GABELLI FOUNDATION, INC. WC N NV 80800.00 0.00 80800.00 0.00 80800.00 N 0.7 OO 0001238894 N GGCP, INC. WC Y WY 242000.00 0.00 242000.00 0.00 242000.00 N 2.2 CO HC 0001642122 N Associated Capital Group, Inc. WC N DE 1846636.00 0.00 1846636.00 0.00 1846636.00 Y 16.4 CO HC 0001185533 N GABELLI MARIO J PF N X1 2797578.00 0.00 2797578.00 0.00 2797578.00 Y 24.9 IN Common Shares GDL FUND ONE CORPORATE CENTER ONE CORPORATE CENTER RYE NY 10580 This statement is being filed by one or more of the following persons: GGCP, Inc. (GGCP), GGCP Holdings LLC (GGCP Holdings), GAMCO Investors, Inc. (GBL), Associated Capital Group, Inc. (AC), Gabelli Funds, LLC (Gabelli Funds), GAMCO Asset Management Inc. (GAMCO), Teton Advisors, LLC (Teton Advisors), Keeley-Teton Advisors, LLC (Keeley-Teton), Gabelli & Company Investment Advisers, Inc. (GCIA), Morgan Group Holding Co., (MGH), G.research, LLC (G.research), MJG Associates, Inc. (MJG Associates), Gabelli Securities International (Bermuda) Limited (GSIL), Gabelli Foundation, Inc. (Foundation), Mario Gabelli, LICT and CIBL. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the Reporting Persons. GAMCO is a New York corporation and GBL and MGH are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office 191 Mason Street, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. Teton Advisors is a Delaware limited liability company having its principal place of business at 189 Mason Street, Greenwich, CT 06830. Keeley-Teton Advisors is a Delaware limited liability company having its principal place of business at 141 W. Jackson Blvd., Chicago, IL 60604. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. Not applicable. Not applicable. United States. The aggregate number of Securities to which this Schedule 13D relates is 5,044,618 shares, representing 44.87% of the 11,243,690 shares outstanding as reported by the Issuer as in their proxy statement filed on March 20, 2025. This Amendment to Schedule 13D is being filed to reflect the increase in the Reporting Persons' ownership percentage which is due solely to the Issuer's decrease in shares outstanding. The Reporting Persons beneficially own those Securities as follows: GAMCO 12,988 shares 0.12%, AC 1,846,636 shares 16.42%, GCIA 7,364 shares 0.07%, Foundation 80,800 shares 0.72%, GBL 57,252 shares 0.51%, GGCP 242,000 shares 2.15% and Mario Gabelli 2,797,578 shares 24.88%. Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Funds shares, (ii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iii) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons. Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth below: NO TRANSACTIONS IN THE PAST SIXTY DAYS The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities. Not applicable. GAMCO INVESTORS, INC. ET AL PETER D. GOLDSTEIN GENERAL COUNSEL 03/25/2025 GAMCO Asset Management Inc. DOUGLAS R. JAMIESON PRESIDENT 03/25/2025 GABELLI & Co INVESTMENT ADVISERS, INC. DOUGLAS R. JAMIESON PRESIDENT 03/25/2025 GABELLI FOUNDATION, INC. DAVID GOLDMAN ATTORNEY-IN-FACT 03/25/2025 GGCP, INC. DAVID GOLDMAN ATTORNEY-IN-FACT 03/25/2025 Associated Capital Group, Inc. PETER D. GOLDSTEIN CHIEF LEGAL OFFICER 03/25/2025 GABELLI MARIO J DAVID GOLDMAN ATTORNEY-IN-FACT 03/25/2025