(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)
*
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).
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,083 Common Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE
OF REPORTING PERSON
BD
IA
This Amendment No. 1 to the Schedule 13G (this “Amendment”) relating to The Cushing MLP Total Return Fund (the “Fund”), is being filed on behalf of the undersigned to amend the Schedule 13G filed with the U.S. Securities and Exchange Commission on July 24, 2015 (the “Schedule 13G”). This Amendment is the final amendment to the Schedule 13G and is an exit filing.
Item 1(a).
Name
of Issuer
The name of the issuer to which this Amendment relates is The Cushing MLP Total Return Fund.
Item 1(b).
Address of Issuer’s Principal Executive Offices
The principal executive offices of the Fund are located at 8117 Preston Road, Suite 440, Dallas, Texas75225.
Item 2(a).
Name
of Person Filing
This Amendment is being filed on behalf of LPL Financial LLC (“LPL Financial”).
Item 2(b).
Address of Principal Business Office or, if none, Residence
LPL
Financial is organized under the laws of California.
Item 2(d).
Title of Class of Securities
The class of equity securities of the Fund to which this Amendment relates is Common Shares, par value $0.001 per share (the “Common Shares”).
Item 2(e).
CUSIP Number
The CUSIP
number of the Fund’s Common Shares is 231631201.
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
x 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. 73c).
(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 (15 U.S.C. 80a-8).
(e)
x An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
(f)
¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)
¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)
¨ A savings association 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 §240.13d-1(b)(1)(ii)(J).
(k)
¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.
Ownership
Item 4(a).
Amount beneficially owned
LPL Financial, in its capacity as investment adviser, may be deemed to beneficially
own 9,083 shares of the Fund’s Common Shares, which are held by clients who have granted discretionary authority to dispose of or direct the disposition of the shares to an independent contractor investment advisor representative of LPL Financial.
Item 4(b).
Percent of Class
0.1% of the Common Shares of the Fund. This percentage is based on 6,734,302 Common Shares outstanding, which is the total number of Common Shares outstanding as of May 31, 2015 as reported in the Fund’s Form N-CSR filed with the Securities and Exchange Commission on August
5, 2015, and giving effect to a 1-for-5 reverse share split of the Fund’s Common Shares on September 11, 2015.
Item 4(c).
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared
power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
9,083
Common Shares
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: [X]
Item 6.
Ownership
of More than Five Percent on Behalf of Another Person
The securities as to which this Amendment is filed by LPL Financial, in its capacity as investment adviser, are owned by clients who have granted discretionary authority to dispose of or direct the disposition of the shares to an independent contractor investment advisor representative of LPL Financial. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities.
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.
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, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
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.
