SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Putnam Master Intermediate Income Trust
( PIM )
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
746909100
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(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2023
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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).
CUSIP No. 746909100
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1 NAME OF REPORTING PERSON
Sit Investment Associates, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 19,888,530 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
19,888,530 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,888,530 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.97%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 746909100
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1 NAME OF REPORTING PERSON
Sit Fixed Income Advisors II, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 19,888,530 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,888,530 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,888,530 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.97%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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ITEM 1 Security and Issuer
Common Stock
Putnam Investment Management, LLC
Attn: Legal Department
100 Federal Street
Boston, MA 02110
ITEM 2 Identity and Background
a) and c)
This statement is filed by:
Sit Investment Associates, Inc., a Minnesota corporation (SIA), and Sit
Fixed Income Advisors II, LLC, a Delaware limited liability company (SFI).
Both SIA and SFI are parties to a Joint Filing Agreement as further
described in Exhibit B to the initial Schedule 13D filed by SIA and SFI on
March 18, 2015.
SIA is a registered investment adviser.
SFI is a registered investment adviser and subsidiary of SIA.
SIA or SFI serves as investment adviser on behalf of its clients pursuant
to investment management agreements with each of its clients which give
SIA or SFI full discretionary authority to direct the investments of its
client in accordance with the investment objectives and restrictions of
the client. The investment management agreements also provide that SIA or
SFI has assumed the responsibility to vote on behalf of its clients all
shares held by its clients in accounts managed by SIA or SFI.
Mr. Roger J. Sit is chairman and CEO of SIA and SFI.
Mr. Ronald D. Sit is a vice president of SIA and director.
By virtue of these positions, each of SIA, SFI, Mr. Roger Sit, and Mr.
Ronald Sit may be deemed to beneficially own the Shares held by SIA and
SFI. None of the named individuals own shares directly. Together SIA,
SFI, Mr. Roger Sit, and Mr. Ronald Sit are the "Sit Entities".
b) The business address of each of the Sit Entities is 3300 IDS Center, 80
South Eighth Street, Minneapolis, MN 55402.
d) During the last five years, neither Roger J. Sit nor Ronald D. Sit have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e) During the last five years, none of the Sit Entities have been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
f) Roger J. Sit and Ronald D. Sit are United States citizens.
ITEM 3 Source and Amount of Funds or Other Consideration
The Sit Entities acquired the Issuer's Shares in open market transactions
with client funds held in custody accounts managed by SIA and SFI.
ITEM 4 Purpose of Transaction
The Sit Entities have acquired the Issuer's Shares for investment purposes,
and such purchases have been made in the ordinary course of business. The
Issuer's Shares have been acquired on behalf of SIA's and SFI's clients.
In pursuing such investment purposes, the Sit Entities purchased the Shares
based on the Sit Entities' belief that the Shares represented an attractive
investment opportunity, and the Sit Entities may further purchase, hold,
vote, trade, sell or otherwise deal in the Shares at the time, and in such
manner, as they deem advisable to benefit from, among many things, changes in
market prices of such Shares, the market prices of such Shares relative to
the value of the Issuer's assets, changes in the Issuer's investment
strategy, and composition of the Issuer's portfolio.
None of Sit Entities have any present plan or proposal which would relate to
or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or
in connection with completion of, or following, any of the actions discussed
herein.
The Sit Entities may engage in a dialogue and other communications with the
management and Board of Directors of the Issuer regarding the Issuer's
proposals as stated in the definitive proxy statement filed by the Issuer
with the Securities and Exchange Commission on August 3, 2023. Further, the
Sit Entities intend to review their investment in the Issuer's Shares on a
continuing basis and may from time to time engage in discussion with
management, the Board of Directors and shareholders concerning, among other
things, the Issuer's performance, the market prices of the Issuer's Shares
relative to the value of the Issuer's assets, the distribution rate, and the
Issuer's investment strategy and the Issuer's portfolio holdings.
ITEM 5 Interest in Securities of the Issuer
a) and b)
The aggregate percentage of Shares reported owned by Sit Entities herein
is based upon 49,752,870 Shares outstanding as of October 2, 2023, which
is the total number of Shares outstanding as reported on the Issuer's
website. As of the date hereof, the Sit Entities may be deemed to be the
beneficial owner of 19,888,530 Shares held in client accounts which
represent 39.97% of the Issuer's outstanding Shares. Each of the Sit
Entities may be deemed to have shared power to vote and dispose of such
Shares. However, none of SIA's or SFI's directors or executive officers
own Shares directly.
c) Transactions in Shares by the Sit Entities in the last 60 days are set
forth in Exhibit A.
d) The clients of SIA and SFI have the right to participate in the receipt of
dividends from, or proceeds from the sales of, the Shares held for their
respective accounts.
e) Not applicable
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Not applicable.
ITEM 7 Materials to be Filed as Exhibits
Exhibit A: Schedule of Transactions in Shares by Sit Entities in the last
60 days.
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.
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October 2, 2023
By: Sit Investment Associates, Inc.
/s/ Roger J. Sit
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Name/Title: Roger J. Sit, Chairman & CEO
By: Sit Fixed Income Advisors II, LLC
/s/ Roger J. Sit
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Name/Title: Roger J. Sit, Chairman & CEO
EXHIBIT A
Schedule of Transactions in Shares by Sit Entities in the last 60 days:
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Shares of Common
Date of Transaction Stock Purchased Price
Transaction Type /(Sold) Per Share ($)
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08/02/2023 BUY 89,573.00 3.1894
08/03/2023 BUY 300.00 3.1847
08/03/2023 BUY 5,132.00 3.1847
08/03/2023 BUY 2,700.00 3.1847
08/03/2023 BUY 1,500.00 3.1847
08/04/2023 BUY 576.00 3.2276
08/04/2023 BUY 8,100.00 3.2276
08/04/2023 BUY 5,100.00 3.2276
08/04/2023 BUY 2,900.00 3.2276
08/07/2023 BUY 17,751.00 3.2242
08/08/2023 BUY 713.00 3.2200
08/09/2023 BUY 41,800.00 3.2092
08/09/2023 BUY 8,200.00 3.2092
08/10/2023 BUY 120,574.00 3.1999
08/14/2023 BUY 63,784.00 3.2000
08/15/2023 BUY 131,300.00 3.1994
08/15/2023 BUY 2,885.00 3.1994
08/15/2023 BUY 34,400.00 3.1994
08/16/2023 BUY 37,492.00 3.1995
08/16/2023 BUY 35,000.00 3.1995
08/17/2023 BUY 14,713.00 3.2000
08/24/2023 BUY 14,582.00 3.1300
08/25/2023 BUY 3,400.00 3.1200
08/25/2023 BUY 8,100.00 3.1200
08/28/2023 BUY 1,600.00 3.1000
08/28/2023 BUY 3,200.00 3.1000
08/29/2023 BUY 57,518.00 3.1197
08/29/2023 BUY 45,300.00 3.1197
08/30/2023 BUY 35,400.00 3.1234
08/30/2023 BUY 18,400.00 3.1234
08/30/2023 BUY 3,063.00 3.1233
08/31/2023 BUY 48,927.00 3.1300
09/01/2023 BUY 27,900.00 3.1300
09/01/2023 BUY 5,416.00 3.1300
09/01/2023 BUY 12,200.00 3.1300
09/05/2023 BUY 19,456.00 3.1300
09/05/2023 BUY 2,400.00 3.1300
09/05/2023 BUY 11,400.00 3.1300
09/05/2023 BUY 13,900.00 3.1300
09/05/2023 BUY 2,200.00 3.1300
09/06/2023 BUY 3,700.00 3.1200
09/06/2023 BUY 21,900.00 3.1200
09/06/2023 BUY 4,700.00 3.1200
09/06/2023 BUY 15,015.00 3.1200
09/07/2023 BUY 37,510.00 3.1100
09/08/2023 BUY 38,003.00 3.1100
09/11/2023 BUY 3,200.00 3.1000
09/11/2023 BUY 9,991.00 3.1000
09/11/2023 BUY 1,300.00 3.1000
09/11/2023 BUY 1,400.00 3.1000
09/11/2023 BUY 25,800.00 3.1000
09/12/2023 BUY 33,330.00 3.0900
09/12/2023 BUY 2,000.00 3.0900
09/12/2023 BUY 2,200.00 3.0900
09/12/2023 BUY 4,300.00 3.0900
09/13/2023 BUY 14,897.00 3.0800
09/15/2023 BUY 13,100.00 3.0900
09/18/2023 BUY 3,299.00 3.0200
09/22/2023 SELL (600.00) 3.0200
09/27/2023 BUY 5,458.00 3.0095