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1(a) NAME OF ISSUER (Please type or print)
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(b) IRS IDENT. NO.
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(c) S.E.C. FILE NO.
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The GDL Fund
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20-8195443
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811-21969
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1(d) ADDRESS OF ISSUER STREET CITY STATEZIP CODE
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(e) TELEPHONE NO.
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One Corporate Center Rye NY 10580
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AREA CODE
914
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NUMBER
921-5000
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE
SECURITIES ARE TO BE SOLD
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(b) RELATIONSHIP
TO ISSUER
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(c) ADDRESS STREET CITY STATE ZIP CODE
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Mario J. Gabelli
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See Note 1
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One Corporate Center Rye NY 10580
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3(a)
Title of the
Class of Securities
To Be Sold
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(b)
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities
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SEC USE ONLY
Broker-Dealer
File Number
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(c)
Number of Shares
or Other Units To Be Sold
[See instr. 3I]
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(d)
Aggregate
Market Value
([See instr. 3(d)]
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(e)
Number of Shares or Other
Units Outstanding,
[See instr. 3(e)]
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(f)
Approximate Date of Sale
[See instr. 3(f)]
(MO DAY YR)
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(g)
Name of Each Securities Exchange
[See instr. 3(g)]
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Rights to Purchase Series B Cumulative Puttable and Callable Preferred Shares
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BNY Convergex Execution Solutions, LLC
1633 Broadway
New York, NY 10019
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57,6072
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$43,2053
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5,760,726
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03/09/11
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N/A
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INSTRUCTIONS:
1. (a) Name of Issuer
(b) Issuer’s I.R.S. Identification Number
(c) Issuer’s S.E.C. file number, if any
(d) Issuer’s address, including zip code
(e) Issuer’s telephone number, including area code
2.(a) Name of person for whose account the securities are to be sold
(b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
(c) Such person’s address, including zip code
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3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent
report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
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Title of
the Class
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Date You
Acquired
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Nature of Acquisition Transaction
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Name of Person from Whom Acquired
(if gift, also give date donor acquired)
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Amount of
Securities Acquired
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Date of
Payment
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Nature of Payment
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Rights to Purchase Series B Cumulative Puttable and Callable Preferred Shares
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3/1/11
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Rights Offering
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Issuer
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57,607
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3/1/11
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See Note 4
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INSTRUCTIONS:
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If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments, describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of Securities Sold
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Gross Proceeds
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INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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IF RELYING ON RULE 10B5-1
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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