Filing Details

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

WESTERN ASSET INTERMEDIATE MUNI FUND INC

(Name of Issuer)

 

Common Shares, $0.001 par value

(Title of Class of Securities)

 

958435109

(CUSIP Number)

June 27, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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      874,377
	9	SOLE DISPOSITIVE POWER      -0-
	10	SHARED DISPOSITIVE POWER      874,377
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON      874,377
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      6.21%
14	TYPE OF REPORTING PERSON      PN; IA

The percentages used herein are calculated based upon 14,082,315 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 1/30/23

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      874,377
	9	SOLE DISPOSITIVE POWER      -0-
	10	SHARED DISPOSITIVE POWER      874,377
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON      874,377
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      6.21%
14	TYPE OF REPORTING PERSON      IN

The percentages used herein are calculated based upon 14,082,315 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 1/30/23

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      874,377
	9	SOLE DISPOSITIVE POWER      -0-
	10	SHARED DISPOSITIVE POWER      874,377
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON      874,377
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      6.21%
14	TYPE OF REPORTING PERSON      OO

The percentages used herein are calculated based upon 14,082,315 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 1/30/23

Item 1.	SECURITY AND ISSUER
	This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the SEC on 1/30/23; with respect to Western Asset Intermediate Muni Fund Inc. This Amendment No. 1 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 $6,610,389 was paid to acquire the Common Shares reported herein.
Item 4.	PURPOSE OF TRANSACTION
	Item 4 is hereby amended and supplemented as follows:   On June 29, 2023, Saba Capital Master Fund, Ltd. and Saba Capital Management, L.P., filed a complaint (the "Complaint") in the United States District Court's Southern District of New York against the Issuer, among others, seeking to invalidate as unlawful under the Investment Company Act of 1940, provisions in the Issuer's (and others) governing documents purporting to opt-in to the Maryland Control Share Acquisition Act, which strips voting rights with respect to a shareholder's acquisition of shares constituting as little as 10% of the Issuer's voting power.   The foregoing summary of the Complaint does not purport to be complete and is qualified in its entirety by reference to the full text of the Complaint, 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 14,082,315 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 1/30/23
(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 filed on 1/30/23 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.

Item 7.	PURPOSE OF TRANSACTION
Exhibit 2:	Complaint.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  June 29, 2023

	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

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the last 13D filed on 1/30/23.  All transactions were effectuated in the open market through a broker. 

Trade Date	Buy/Sell	Shares	Price
1/30/2023	Buy	5,763	7.89
1/31/2023	Buy	8,781	7.93
2/1/2023	Buy	27,930	7.99
2/6/2023	Buy	5,178	7.90
2/7/2023	Buy	1,700	7.91
4/6/2023	Buy	(6,727)	7.90
4/10/2023	Buy	(3,525)	7.86
4/11/2023	Buy	6,540	7.84
4/13/2023	Buy	24,159	7.82
4/17/2023	Buy	9,200	7.81
4/19/2023	Buy	3,573	7.70
4/27/2023	Buy	(1,292)	7.82
4/28/2023	Buy	(3,069)	7.77
5/11/2023	Buy	8,834	7.70
5/22/2023	Sell	(1,457)	7.63
5/23/2023	Buy	34,177	7.53
5/24/2023	Sell	(6,110)	7.53
5/25/2023	Buy	2,572	7.51
5/30/2023	Buy	9,034	7.56
5/31/2023	Buy	219	7.58
6/5/2023	Buy	6,971	7.61
6/12/2023	Buy	5,604	7.63
6/14/2023	Buy	601	7.69
6/27/2023	Buy	6,294	7.68

---