SEC Form SC 13G filed by First Trust Senior Floating Rate Income Fund II

2/9/24 11:26:46 AM ET

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SC 13G 1 FirstTrustSeniorFCT.txt MS INITIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* FIRST TRUST SENIOR FLOATING RATE INCOME FUND II ----------------------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest ----------------------------------------------------- (Title of Class of Securities) 33733U108 ----------------------------------------------------- (CUSIP Number) December 31, 2024 ----------------------------------------------------- (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). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (3-06) CUSIP No.33733U108 13G Page 2 of 8 Pages -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Morgan Stanley I.R.S. # 36-3145972 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY: -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware. -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER: SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 6. SHARED VOTING POWER: EACH 2 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER: WITH: 0 -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER: 2,096,492 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,096,492 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.1% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: HC, CO -------------------------------------------------------------------------------- CUSIP No.33733U108 13G Page 3 of 8 Pages -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Morgan Stanley Smith Barney LLC I.R.S. # 26-4310844 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY: -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware. -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER: SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 6. SHARED VOTING POWER: EACH 1 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER: WITH: 0 -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER: 2,096,491 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,096,491 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.1% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: BD, IA -------------------------------------------------------------------------------- CUSIP No.33733U108 13G Page 4 of 8 Pages -------------------------------------------------------------------------------- Item 1. (a) Name of Issuer: FIRST TRUST SENIOR FLOATING RATE INCOME FUND II -------------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices: 120 EAST LIBERTY DRIVE SUITE 400 WHEATON IL 60187 UNITED STATES OF AMERICA -------------------------------------------------------------- Item 2. (a) Name of Person Filing: (1) Morgan Stanley (2) Morgan Stanley Smith Barney LLC -------------------------------------------------------------- (b) Address of Principal Business Office, or if None, Residence: (1) 1585 Broadway New York, NY 10036 (2) 1585 Broadway, New York, NY 10036 -------------------------------------------------------------- (c) Citizenship: (1) Delaware. (2) Delaware. -------------------------------------------------------------- (d) Title of Class of Securities: Common Shares of Beneficial Interest -------------------------------------------------------------- (e) CUSIP Number: 33733U108 -------------------------------------------------------------- Item 3. If this statement is filed pursuant to Sections 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. 78c). (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 Sections 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with Section 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 section 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with sections 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with sections 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not Applicable CUSIP No.33733U108 13G Page 5 of 8 Pages -------------------------------------------------------------------------------- Item 4. Ownership as of December 31, 2024.* (a) Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b) Percent of Class: See the response(s) to Item 11 on the attached cover page(s). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable 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. See Exhibit 99.2 Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. (1) 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. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release. CUSIP No.33733U108 13G Page 6 of 8 Pages -------------------------------------------------------------------------------- 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. Date: February 09, 2024 Signature: /s/ Christopher O'Hara -------------------------------------------------------------------- Name/Title: Christopher O'Hara/Authorized Signatory, Morgan Stanley -------------------------------------------------------------------- MORGAN STANLEY Date: February 09, 2024 Signature: /s/ David Galasso -------------------------------------------------------------------- Name/Title: David Galasso/Authorized Signatory, Morgan Stanley Smith Barney LLC -------------------------------------------------------------------- Morgan Stanley Smith Barney LLC EXHIBIT NO. EXHIBITS PAGE ----------- ---------- ---- 99.1 Joint Filing Agreement 7 99.2 Item 7 Information 8 * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No.33733U108 13G Page 7 of 8 Pages -------------------------------------------------------------------------------- EXHIBIT NO. 99.1 TO SCHEDULE 13G JOINT FILING AGREEMENT --------------------------------------------------- February 09, 2024 --------------------------------------------------- MORGAN STANLEY and Morgan Stanley Smith Barney LLC hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. MORGAN STANLEY BY: /s/ Christopher O'Hara --------------------------------------------------------------------- Christopher O'Hara/Authorized Signatory, Morgan Stanley Morgan Stanley Smith Barney LLC BY: /s/ David Galasso --------------------------------------------------------------------- David Galasso/Authorized Signatory, Morgan Stanley Smith Barney LLC * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No.33733U108 13G Page 8 of 8 Pages -------------------------------------------------------------------------------- EXHIBIT NO. 99.2 ------------------ ITEM 7 INFORMATION The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Smith Barney LLC, a wholly-owned subsidiary of Morgan Stanley.

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SEC Form SC 13G filed by First Trust Senior Floating Rate Income Fund II

2/9/24 11:26:46 AM ET

$FCT

Finance Companies

Finance

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SEC Form SC 13G filed by First Trust Senior Floating Rate Income Fund II

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Recent Analyst Ratings for
$FCT

SEC Form SC 13G filed by First Trust Senior Floating Rate Income Fund II

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$FCT

$FCT
Press Releases

Board of First Trust Senior Floating Rate Income Fund II Approves Conversion into an ETF

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for December

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for November

$FCT
SEC Filings

First Trust Senior Floating Rate Income Fund II filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

SEC Form N-CEN filed by First Trust Senior Floating Rate Income Fund II

SEC Form SCHEDULE 13G filed by First Trust Senior Floating Rate Income Fund II

$FCT
Insider Trading

New insider Driscoll Thomas J. claimed no ownership of stock in the company (SEC Form 3)

New insider Ziets Kevin L claimed no ownership of stock in the company (SEC Form 3)

Officer - Investment Advisor Bowen James A sold $41,154 worth of shares (3,955 units at $10.41), closing all direct ownership in the company (SEC Form 4)

$FCT
Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by First Trust Senior Floating Rate Income Fund II

Amendment: SEC Form SC 13G/A filed by First Trust Senior Floating Rate Income Fund II

SEC Form SC 13G/A filed by First Trust Senior Floating Rate Income Fund II (Amendment)

$FCT
Financials

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for December

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for November

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for October

SEC Form SC 13G filed by First Trust Senior Floating Rate Income Fund II

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $FCT

SEC Form SC 13G filed by First Trust Senior Floating Rate Income Fund II

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $FCT

$FCT Press Releases

Board of First Trust Senior Floating Rate Income Fund II Approves Conversion into an ETF

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for December

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for November

$FCT SEC Filings

First Trust Senior Floating Rate Income Fund II filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

SEC Form N-CEN filed by First Trust Senior Floating Rate Income Fund II

SEC Form SCHEDULE 13G filed by First Trust Senior Floating Rate Income Fund II

$FCT Insider Trading

New insider Driscoll Thomas J. claimed no ownership of stock in the company (SEC Form 3)

New insider Ziets Kevin L claimed no ownership of stock in the company (SEC Form 3)

Officer - Investment Advisor Bowen James A sold $41,154 worth of shares (3,955 units at $10.41), closing all direct ownership in the company (SEC Form 4)

$FCT Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by First Trust Senior Floating Rate Income Fund II

Amendment: SEC Form SC 13G/A filed by First Trust Senior Floating Rate Income Fund II

SEC Form SC 13G/A filed by First Trust Senior Floating Rate Income Fund II (Amendment)

$FCT Financials

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for December

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for November

First Trust Senior Floating Rate Income Fund II Declares its Monthly Common Share Distribution of $0.097 Per Share for October

Recent Analyst Ratings for
$FCT

Recent Analyst Ratings for
$FCT

$FCT
Press Releases

$FCT
SEC Filings

$FCT
Insider Trading

$FCT
Large Ownership Changes

$FCT
Financials