Filing Details

Item 1.

SECURITY AND ISSUER

This Amendment No. 4 amends and supplements the statement on Schedule 13D filed with the SEC on 11/1/22, as amended by Amendment No. 1 filed 12/12/22, Amendment No. 2 filed 3/9/23 and Amendment No. 3 filed 3/16/23; with respect to the common shares of BlackRock ESG Capital Allocation Trust.  This Amendment No. 4 amends Items 3, 4, 5 and 7, 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 $128,998,131 was paid to acquire the Common Shares reported herein.

Item 4.

PURPOSE OF THE TRANSACTION

Item 4 is hereby amended and supplemented as follows: 

On March 22, 2023, Saba Capital Master Fund, Ltd. ("SCMF"), a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate a slate of four independent trustee candidates-Ravi Bhasin, Ilya Gurevich, Richard Thiemann and Emmanuel Werthenschlag (the "Nominees"), for election to the Board at the Issuer's 2023 annual meeting of shareholders (the "Annual Meeting").  SCMF also notified the Issuer of its intent to present five advisory proposals at the Annual Meeting asking the Board to (1) give shareholders the right to amend the Issuer's bylaws, (2) declassify the Board so that all trustees are elected on an annual basis, (3) adopt a plurality voting standard in contested elections, (4) eliminate a control share provision in its organizational documents that strips certain voting rights from shareholders owning 10% or more of the issuer's stock, and (5) conduct quarterly tender offers for a minimum of 10% of the outstanding common stock shares of the Issuer, if the stock's trading discount to net asset value exceeded 10% in the previous quarter. 

Each of the Nominees has entered into a nomination agreement (collectively, the "Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D/A whereby the Nominees agreed to become members of a slate of nominees and stand for election as trustees of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting and whereby, Saba Capital has agreed to defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

(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 102,382,241 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23

(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 Schedule 13D/A filing on 3/16/23 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

Trade Date

Buy/Sell

Shares

Price

3/16/2023

Buy

86,656

            14.50

3/17/2023

Buy

10,966

            14.46

3/20/2023

Buy

161,496

            14.57

3/21/2023

Buy

87,947

            14.52

3/22/2023

Buy

54,756

            14.65