Bulldog Investors, LLC, et al. – ‘SC 13G’ on 3/2/15 re: Winthrop Realty Trust

On:  Monday, 3/2/15, at 3:38pm ET   ·   Accession #:  1504304-15-19   ·   File #:  5-19676

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      7±    24K 

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          
SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       

Winthrop Realty Trust                                                           
(Name of Issuer)                                                                

Common Stock                                                                    
(Title of Class of Securities)                                                  

976391300                                                                       
(CUSIP Number)                                                                  

02/18/15                                                                        
(Date of Event which Requires Filing of this Statement)                         

Check the appropriate box to designate the rule pursuant to                     
which this Schedule is filed:                                                   
_X_      Rule 13d-1(b)                                                          

__       Rule 13d-1(c)                                                          

__       Rule 13d-1(d)                                                          

CUSIP No.:  976391300                                                           

1. Names of Reporting Persons. I.R.S. Identification Nos. of                    
above persons (entities only).                                                  
Bulldog Investors LLC,                                                          

2. Check the Appropriate Box if a Member of a Group (See                        
Instructions)                                                                   
(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                                                            
1,075,457                                                                       
6. Shared Voting Power                                                          
941,527                                                                         
7. Sole Dispositive Power                                                       
1,075,457                                                                       
8. Shared Dispositive Power                                                     
941,527                                                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person                 
2,016,984 - (footnote 1)                                                        

10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain                 
Shares (See Instructions)                                                       
N/A                                                                             

11. Percent of Class Represented by Amount in Row ( 9 )                         
5.54%                                                                           

12. Type of Reporting Person (See Instructions)                                 
IA                                                                              

1. Names of Reporting Persons. I.R.S. Identification Nos. of                    
above persons (entities only).                                                  
Phillip Goldstein                                                               

2. Check the Appropriate Box if a Member of a Group (See                        
Instructions)                                                                   
(a)                                                                             
(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         
USA                                                                             

Number of Shares Beneficially Owned by Each reporting Person                    
With:                                                                           
5. Sole Voting Power                                                            
1,075,457                                                                       
6. Shared Voting Power                                                          
941,527                                                                         
7. Sole Dispositive Power                                                       
1,075,457                                                                       
8. Shared Dispositive Power                                                     
941,527                                                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person                 
2,016,984 - (footnote 1)                                                        

10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain                 
Shares (See Instructions)                                                       
N/A                                                                             

11. Percent of Class Represented by Amount in Row ( 9 )                         
5.54%                                                                           

12. Type of Reporting Person (See Instructions)                                 
IA                                                                              

1. Names of Reporting Persons. I.R.S. Identification Nos. of                    
above persons (entities only).                                                  
Andrew Dakos                                                                    

2. Check the Appropriate Box if a Member of a Group (See                        
Instructions)                                                                   
(a)                                                                             
(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         
USA                                                                             

Number of Shares Beneficially Owned by Each reporting Person                    
With:                                                                           
5. Sole Voting Power                                                            
1,075,457                                                                       
6. Shared Voting Power                                                          
941,527                                                                         
7. Sole Dispositive Power                                                       
1,075,457                                                                       
8. Shared Dispositive Power                                                     
941,527                                                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person                 
2,016,984 - (footnote 1)                                                        

10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain                 
Shares (See Instructions)                                                       
N/A                                                                             

11. Percent of Class Represented by Amount in Row ( 9 )                         
5.54%                                                                           

12. Type of Reporting Person (See Instructions)                                 
IA                                                                              

1. Names of Reporting Persons. I.R.S. Identification Nos. of                    
above persons (entities only).                                                  
Steven Samuels                                                                  

2. Check the Appropriate Box if a Member of a Group (See                        
Instructions)                                                                   
(a)                                                                             
(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         
USA                                                                             

Number of Shares Beneficially Owned by Each reporting Person                    
With:                                                                           
5. Sole Voting Power                                                            
1,075,457                                                                       
6. Shared Voting Power                                                          
941,527                                                                         
7. Sole Dispositive Power                                                       
1,075,457                                                                       
8. Shared Dispositive Power                                                     
941,527                                                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person                 
2,016,984 - (footnote 1)                                                        

10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain                 
Shares (See Instructions)                                                       
N/A                                                                             

11. Percent of Class Represented by Amount in Row ( 9 )                         
5.54%                                                                           

12. Type of Reporting Person (See Instructions)                                 
IA                                                                              

Item 1.                                                                         
(a) The Name of the Issuer is:                                                  
Winthrop Realty Trust                                                           

(b) The Address of the Issuer's Principal Executive Office is:                  
7 Bulfinch Place Suite 500                                                      
PO Box 9507                                                                     
Boston, MA 02114                                                                

Item 2.                                                                         
(a) The names of the Persons Filing are:                                        
Bulldog Investors LLC, Phillip Goldstein, Andrew Dakos and                      
Steven Samuels                                                                  

(b) The address of  principal place of business and                             
principal office is:                                                            
Park 80 West, 250 Pehle Ave. Suite 708                                          
Saddle Brook, NJ 07663                                                          

(c) Citizenship or Place of Organization: Delaware                              

(d) Title of Class of Securities: Common Stock                                  

(e) CUSIP Number:  976391300                                                    

Item 3.                                                                         
This statement is filed pursuant to 240.13d-1(b). The person filing is:         
(e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).            

Item 4.                                                                         
(a) Amount beneficially owned: 2,016,984                                        
(b) Percent of class: 5.54%                                                     
(c) Number of shares as to which the person has:                                
(i) Sole power to vote or to direct the vote: 1,075,457                         
(ii) Shared power to vote or to direct the vote: 941,527                        
(iii) Sole power to dispose or to direct the disposition                        
of: 1,075,457                                                                   
(iv) Shared power to dispose or to direct the disposition                       
of: 941,527                                                                     

Item 5. Ownership of Five Percent or Less of a Class.                           
If this statement is being filed to report the fact that as of                  
the date hereof the reporting person has ceased to be the                       
beneficial owner of more than five percent of the class of                      
securities, check the following: ____.                                          

Item 6. Ownership of More than Five Percent on Behalf of Another                
Person.                                                                         
Clients of Bulldog Investors, LLC are entitled to receive dividends             
and sales proceeds.                                                             

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.                                                                          
As per the 10-Q filing on 11/14/14, there were 36,425,084 shares                
of common stock outstanding as of 11/1/14. The percentages set                  
forth herein were derived using such number. Phillip Goldstein, Andrew          
Dakos and Steven Samuels own Bulldog Investors, LLC, a registered               
investment adviser. As of February 27, 2015, Bulldog Investors, LLC             
is deemed to be the beneficial owner of 2,016,984 shares of FUR by              
virtue of Bulldog Investors, LLC's power to direct the vote of, and             
dispose of, these shares. These 2,016,984 shares of FUR include                 
1,075,457 shares (representing 2.95% of FUR's outstanding shares)               
that are beneficially owned by the following entities over which                
Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity              
Partners LP, Calapasas West Partners LP, Full Value Special Situations          
Fund LP, Full Value Offshore Fund Ltd., Full Value Partners LP,                 
Opportunity Income Plus Fund LP, and MCM Opportunity Partners LP                
(collectively, Bulldog Investors Funds). Bulldog Investors Funds may            
be deemed to constitute a group. All other shares included in the               
aforementioned 2,016,984 shares of FUR owned by Bulldog Investors, LLC          
(solely by virtue of its power to sell or direct the vote of these              
shares) are also beneficially owned by clients of Bulldog Investors,            
LLC who are not members of any group. The total number of these                 
"non-group" shares is 941,527 shares (representing 2.59% of FUR's               
outstanding shares).                                                            

Item 9. Notice of Dissolution of Group.                                         
Not applicable.                                                                 

Item 10. Certification.                                                         
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.                                                                      

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.                                  

By:     /s/                                                                     
Name:   Phillip Goldstein                                                       
Title:  Principal, Bulldog Investors LLC                                        
Date:   March 2, 2015                                                           
By:     /s/                                                                     
Name:   Andrew Dakos                                                            
Title:  Principal, Bulldog Investors LLC                                        
Date:   March 2, 2015                                                           

By:     /s/                                                                     
Name:   Steven Samuels                                                          
Title:  Principal, Bulldog Investors LLC                                        
Date:   March 2, 2015                                                           

Bulldog Investors, LLC                                                          
By: /s/ Andrew Dakos                                                            
Andrew Dakos, Member                                                            
Date:   March 2, 2015                                                           

Footnote 1: The reporting persons disclaim beneficial ownership                 
except to the extent of any pecuniary interest therein. 

Exhibit A: Agreement to make joint filings.                                     

Agreement made as of the 2nd day of  March 2015, by and among                   
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and                    
Steven Samuels.                                                                 

WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides    
that whenever two or more persons are required to file a statement containing   
the information required by Schedule 13G with respect to the same securities,   
only one such statement need be filed, so long as, among other things, such     
filing includes as an exhibit an agreement among such persons that such a       
statement is filed on behalf of each of them;                                   

WHEREAS, in connection with certain holdings of Winthrop Realty Trust ("FUR"),  
each of the parties to this Agreement is required to file a statement           
containing the information required by Schedule 13G with respect to the same    
holdings of FUR;                                                                

NOW THEREFORE, the parties hereby agree that one statement containing the       
information required by Schedule 13G shall be filed on behalf of each party     
hereto.                                                                         

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties        
hereto as of the day and year first written above.                              

By:/s/ Phillip Goldstein        By:/s/ Andrew Dakos                             
Phillip Goldstein       Andrew Dakos                            

BULLDOG INVESTORS, LLC    

By: /s/ Steven Samuels     By: /s/ Andrew Dakos                                 
Steven Samuels     Andrew Dakos, Member                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		3/2/15
		2/27/15		3/A,  SC 13D/A
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