Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Western Asset High Income Fund II Inc.

(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

95766J102

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 13, 2020

(Date of Event Which Requires Filing of This Statement)

1

NAME OF REPORTING PERSON

Saba Capital Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [   ]

(b) [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

6,636,571 ^[1]

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

6,636,571

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,636,571

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.8%

14

TYPE OF REPORTING PERSON

PN; IA

1

NAME OF REPORTING PERSON

Boaz R. Weinstein

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [   ]

(b) [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

6,636,571 ^[2]

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

6,636,571

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,636,571

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.8%

14

TYPE OF REPORTING PERSON

IN

1

NAME OF REPORTING PERSON

Saba Capital Management GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [   ]

(b) [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

6,636,571 ^[3]

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

6,636,571

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,636,571

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.8%

14

TYPE OF REPORTING PERSON

OO

Item 1.

SECURITY AND ISSUER

This Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the SEC on 3/14/19, as amended by Amendment No. 1 filed 4/18/19, Amendment No. 2 filed 7/29/19, Amendment No. 3 filed 12/27/19, Amendment No. 4 filed 1/10/20, and Amendment No. 5 filed 1/21/20, with respect to the common shares of Western Asset High Income Fund II Inc.  This Amendment No. 6 amends Items 3, and 5 as set forth below.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

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 $40,783,262 was paid to acquire the Common Shares reported herein.

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 85,156,216 shares of common stock outstanding as of 10/31/2019, as disclosed in the company's N-CSR filed 12/30/2019

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A 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.

(c)

The transactions in the Common Shares effected since the filing of Amendment No. 5 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

(d)

The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

(e)

Not applicable.

SABA CAPITAL MANAGEMENT, L.P.

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Chief Compliance Officer

SABA CAPITAL MANAGEMENT GP, LLC

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Authorized Signatory

BOAZ R. WEINSTEIN

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823