Amendment: SEC Form SC 13D/A filed by Principal Real Estate Income Fund

9/10/24 4:49:55 PM ET

Investment Managers

Finance

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SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 9/9/24 1. NAME OF REPORTING PERSON Bulldog Investors, LLP 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 221,845 9. SOLE DISPOSITIVE POWER 0 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 221,845 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 221,845 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.31% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 420,848 9. SOLE DISPOSITIVE POWER 0 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 420,848 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 420,848 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.29% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 420,848 9. SOLE DISPOSITIVE POWER 0 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 420,848 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 420,848 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.29% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ Item 1. SECURITY AND ISSUER This Constitutes Amendment #3 to the schedule 13d filed October 16, 2023. Except as specifically set forth herein, the Schedule 13d remains unmodified ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSRS filed on 7/05/2024 there were 6,694,109 shares of common stock outstanding as of 4/30/2024. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered investment advisor. As of September 9, 2024 Bulldog Investors, LLP is deemed to be the beneficial owner of 221,845 shares of PGZ (representing 3.31% of PGZ's outstanding shares) solely by virtue of Bulldog Investors LLP's power to direct the vote of,and dispose of, these shares. As of September 9, 2024, each of Messrs. Goldstein and Dakos is deemed to be the beneficial owner of 420,848 shares of PGZ (representing 6.29% of PGZ's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares. (b)Bulldog Investors,LLP has sole power to dispose of and vote 0 shares. Bulldog Investors, LLP has shared power to dispose of and vote 221,845 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of PGZ's shares) share this power with Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose of and vote an additional 199,003 shares. c) During the last 60 days the following shares of PGZ were sold. Date Shares Price 9/9/2024 (10,010) 11.0500 9/6/2024 (14,315) 11.0800 9/5/2024 (8,789) 11.1370 9/4/2024 (11,100) 11.0539 9/3/2024 (14) 11.0500 8/1/2024 (25) 10.5600 7/31/2024 (10,000) 10.5500 7/30/2024 (16,505) 10.5000 7/29/2024 (125) 10.4800 7/25/2024 (306) 10.5400 7/23/1934 (2,500) 10.5600 7/17/2024 (8,154) 10.5300 d) Clients of Bulldog Investors, LLP and a closed-end investment company for which Messrs. Goldstein and Dakos have investment authority are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None 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. Dated: 9/10/24 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Bulldog Investors, LLP By: /s/ Andrew Dakos Andrew Dakos, Partner Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein.

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Amendment: SEC Form SC 13D/A filed by Principal Real Estate Income Fund

9/10/24 4:49:55 PM ET

$PGZ

Investment Managers

Finance

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Amendment: SEC Form SC 13D/A filed by Principal Real Estate Income Fund

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