slkamidstream13ga021115.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
______________
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
 
(Amendment No. 3)
 
 
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.
(Name of Issuer)
 
 
 Series A Mandatory Redeemable Preferred Stock
(Title of Class of Securities)
 
 
48661E2*8
(CUSIP Number)
 
 
 December 31, 2014
(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 the 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.  48661E2*8
  
13G
  
Page 2 of 5 Pages
 

 
1.
NAMES OF REPORTING PERSONS
 
Sun Life Financial Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   [ ]
   
(b)   [ ] 
   
3.
 SEC USE ONLY
   
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada

NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
 560,000
6.
SHARED VOTING POWER
 
 0
7.
SOLE DISPOSITIVE POWER
 
 560,000
8.
SHARED DISPOSITIVE POWER
 
 0

9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    
[  ]
  
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
40%
  
     
12.
TYPE OF REPORTING PERSON
 
HC
  
     
 

 
 
 

 
CUSIP No.  48661E2*8
  
13G
  
Page 3 of 5 Pages
 


 
SCHEDULE 13G

 
Item 1(a).
Name of Issuer:
 
Kayne Anderson Midstream/Energy Fund, Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
811 Main Street, 14th Floor
Houston, TX 77002
USA
 
Item 2(a).
Name of Person Filing:
 
Sun Life Financial Inc.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
150 King Street West
Toronto, Ontario, Canada M5H 1J9
 
Item 2(c).
Citizenship:
 
 
Canada
 
 
Item 2(d).
Title of Class of Securities:
 
Series A Mandatory Redeemable Preferred Stock
 
 
Item 2(e)
CUSIP Number:
 
48661E2*8
 
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)   [  ]   Broker or dealer registered under section 15 of the Act;
 
(b)   [  ]   Bank as defined in section 3(a)(6) of the Act;
 
(c)   [  ]   Insurance company as defined in section 3(a)(19) of the Act;
 
(d)   [  ]   Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)   [  ]   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f)   [  ]   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)  [X]  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;
 
(i)    [  ]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
 
(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: ____
 
 
 
 
 
 
 

CUSIP No.  48661E2*8
  
13G
  
Page 4 of 5 Pages
 
 
 
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.
 
The percentages used herein are calculated based upon the shares issued and outstanding as of November 30, 2014 as reported on the Form N-CSR filed with the Securities and Exchange Commission for the Period ended November 30, 2014.
 
 
 
(a)
Amount beneficially owned: 560,000
 
 
(b)
Percent of class: 40%
 
 
(c)
Number of shares as to which the person has:
 
(i)       Sole power to vote or to direct the vote:  560,000
 
(ii)      Shared power to vote or to direct the vote: 0
 
(iii)     Sole power to dispose or to direct the disposition of: 560,000
 
(iv)    Shared power to dispose or to direct the disposition of: 0
 
 
 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 5 percent of the class of securities, check the following [  ].
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not Applicable.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
 
Sun Life Assurance Company of Canada; classification: insurance company.
 
 
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.  48661E2*8
  
13G
  
Page 5 of 5 Pages
 
 
 
SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
 
Date:   February 12, 2015
 
 
 
 
 
SUN LIFE FINANCIAL INC.

 
By:
  /s/ John T. Donnelly                                                            
 
Title:
Authorized Signatory

 
By:
  /s/ Stephen Peacher                                                            
 
Title:
Authorized Signatory