Filing Details

This Amendment No. 2 amends and supplements the statement on Schedule 13D filed with the SEC on March 14, 2019 (the Original Schedule 13D), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on April 18, 2019 (Amendment No. 1, and together with this Amendment No. 2, the Original Schedule 13D and Amendment No. 1, the Schedule 13D), with respect to the Common Shares of Western Asset High Income Fund II Inc. This Amendment No. 2 amends Items 3, 4 and 5 as set forth below.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $69,796,689 was paid to acquire the Common Shares reported herein.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On July 24, 2019, Saba Capital submitted to the Issuer a notice informing the Issuer of its intention to (i) present a proposal requesting the board of directors of the Issuer (the Board) take all necessary steps (other than any steps that must be taken by shareholders) in its power to declassify the Board so that directors are elected on an annual basis starting at the next annual meeting of shareholders (the Proposal); such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors, and (ii) nominate the following three personsDavid Basile, Stephen J. Flanagan and Frederic Gabrielfor election to the Board at the 2019 annual meeting of shareholders.

INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) (c) of the Schedule 13D are hereby amended and restated as follows:

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate amount of Common Shares and percentages of Common Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 85,156,216 Common Shares outstanding as of 4/30/2019, as disclosed in the company's N-CSR filed 6/26/2019.

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

The transactions in the Common Shares effected in the sixty days prior to the filing of the Schedule 13D by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.