SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
BlackRock Enhanced Government Fund, Inc.
( EGF )
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
09255K108
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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)
December 22, 2016
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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 an 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. 09255K108
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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 2,248,946 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,248,946 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,946 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)
31.16%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 09255K108
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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 2,248,946 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,248,946 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,946 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)
31.16%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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ITEM 1 Security and Issuer
Common Stock
BlackRock Enhanced Government Fund, Inc.
100 Bellevue Parkway
Wilmington, DE 19809
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.
Roger J. Sit is chairman and CEO of SIA and SFI.
Michael C. Brilley is senior vice president of SIA and
director, president and chief fixed income officer of SFI.
Ronald D. Sit is a director and vice president of SIA.
Mr. Ralph L. Strangis is a director of SIA and SFI. Mr.
Strangis is a partner with the law firm Kaplan Strangis &
Kaplan, P.A.
By virtue of these positions, each of SIA, SFI, Mr. Roger Sit,
Mr. Brilley, Mr. Ronald Sit, and Mr. Strangis may be deemed to
beneficially own the Shares held in SIA and SFI client
accounts. None of the named individuals own Shares directly.
Additionally, Mr. Strangis is not involved in investment or
voting decisions. Together SIA, SFI, Mr. Roger Sit, Mr.
Brilley, Mr. Ronald Sit, and Mr. Strangis 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, Michael C.
Brilley, Ronald D. Sit, nor Ralph L. Strangis 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, Michael C. Brilley, Ronald D. Sit, and Ralph L.
Strangis 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 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 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 7,216,866 Shares outstanding as
of June 30, 2016, which is the total number of Shares
outstanding as reported in the Issuer's Semi-Annual Report
(N-CSRS filing) dated June 30, 2016 and filed September 2,
2016.
As of the date hereof, the Sit Entities may be deemed to be the
beneficial owner of 2,248,946 Shares held in client accounts
which represent 31.16% 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
client accounts own more than 5% of the Shares outstanding, and
none of SIA's or SFI's directors or executive officers own
Shares directly.
c) Transactions in Shares since the last 13D filing on December 7,
2016 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 the Sit Entities
since the last 13D filing on December 7, 2016.
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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December 22, 2016
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/ Michael C. Brilley
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Name/Title: Michael C. Brilley, President & CIO
EXHIBIT A
Schedule of Transactions in Shares by Sit Entities since the last 13D filing on
12-7-16:
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Trade Date Tran Code Shares/Par Price
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12/09/2016 BUY 6450.00 13.26
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12/12/2016 BUY 1,892.00 13.33
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12/13/2016 BUY 306.00 13.14
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12/15/2016 BUY 6,453.00 13.11
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12/19/2016 BUY 100.00 13.16
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12/20/2016 BUY 4,469.00 13.15
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12/21/2016 BUY 1,175.00 13.10
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