UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Virtus Convertible & Income Fund |
| (Name of Issuer) |
| Series A Mandatory Redeemable Preferred Shares |
| Series B Mandatory Redeemable Preferred Shares |
| (Title of Class of Securities) |
| BME5PHDY2 (Series A) |
| BME5PHDW6 (Series B) |
| (CUSIP Number) |
| May 31, 2023 |
| (Date of Event Which Requires Filing of This Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☑ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*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 in 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).
| CUSIP No. BME5PHDY2 (Series A) | Page 2 of 5 Pages |
| CUSIP No. BME5PHDW6 (Series B) |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| MetLife Investment Management, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 2,640,000 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 2,640,000 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 2,640,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 100% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| CUSIP No. BME5PHDY2 (Series A) | Page 3 of 5 Pages |
| CUSIP No. BME5PHDW6 (Series B) |
| Item 1. | (a) | Name of Issuer: |
Virtus Convertible & Income Fund
| (b) | Address of Issuer’s Principal Executive Offices: |
101 MUNSON STREET
GREENFIELD, MA 01301
| Item 2. | (a) | Name of Persons Filing: |
MetLife Investment Management, LLC (the “Reporting Person”)
| (b) | Address of Principal Business Office or, if none, Residence: |
One MetLife Way, Whippany, New Jersey 07981
| (c) | Citizenship or Place of Organization: |
Delaware
| (d) | Title of Class of Securities: |
Series A Mandatory Redeemable Preferred Shares
Series B Mandatory Redeemable Preferred Shares
| (e) | CUSIP Number: |
BME5PHDY2 (Series A Mandatory Redeemable Preferred Shares) (the “Series A Preferred Shares”)
BME5PHDW6 (Series B Mandatory Redeemable Preferred Shares) (the “Series B Preferred Shares”)
The Series A Preferred Shares and the Series B Preferred Shares form a single class of the Issuer’s preferred equity securities and are collectively referred to in this Schedule 13G as the “Mandatory Redeemable Preferred Shares.”
| Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (U.S.C. 80a-8); | |
| (e) | ☒ | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with Section 240.13d-1(b)(1) (ii)(J). | |
| (k) | ☐ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). |
| CUSIP No. BME5PHDY2 (Series A) | Page 4 of 5 Pages |
| CUSIP No. BME5PHDW6 (Series B) |
| Item 4. | Ownership: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount beneficially owned: 2,640,000 |
| (b) | Percent of class: 100% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 2,640,000 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or direct the disposition of: 2,640,000 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
The Reporting Person managed these Mandatory Redeemable Preferred Shares on behalf of various clients, including Metropolitan Life Insurance Company.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9. | Notice of Dissolution of Group: |
Not Applicable
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. BME5PHDY2 (Series A) | Page 5 of 5 Pages |
| CUSIP No. BME5PHDW6 (Series B) |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| METLIFE INVESTMENT MANAGEMENT, LLC | |||
| Date: June 12, 2023 | By: | /s/ Israel Grafstein | |
| Name: | Israel Grafstein | ||
| Title: | Chief Compliance Officer | ||