UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

	Eagle Capital Growth Fund, Inc.
	(Name of Issuer)

	Common Stock
	(Title of Class of Securities)

	269451100
	(CUSIP Number)

	Luke E. Sims, 225 East Mason Street, Suite 802, Milwaukee WI 53202-3657; (414) 530-5680
	(Name, Address and Telephone Number of Person Authorized to
	Receive Notices and Communications)

	August 28, 2023
	(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 that 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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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. 269451100

13D

Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS
	Luke E. Sims

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	Not applicable			(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			280,271

		8	SHARED VOTING POWER
			11,389

		9	SOLE DISPOSITIVE POWER
			280,271

		10	SHARED DISPOSITIVE POWER
			11,389

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	291,660

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	Individual

CUSIP No. 269451100

13D

Page 3 of 6 Pages

Item 1.

Security and Issuer.

Common Stock, $0.001 par value (“Common Stock”)

Eagle Capital Growth Fund, Inc.

225 East Mason Street, Suite 802

Milwaukee, WI 53202-3657

Item 2.

Identity and Background.

(a) & (b) Luke E. Sims

Chairman

Sims Capital Management LLC

225 East Mason Street, Suite 802

Milwaukee, WI 53202-3657

(O) (414) 765-1107

(Cell): (414) 530-5680

c) Chairman

Sims Capital Management LLC (SEC- registered investment advisor)

225 East Mason Street, Suite 802

Milwaukee, WI 53202-3657

President and Chief Executive Officer (and Director of)

Eagle Capital Growth Fund, Inc.

225 East Mason Street, Suite 802

Milwaukee, WI 53202-3657

Retired Partner

Foley & Lardner LLP (law firm)

777 East Wisconsin Avenue, Suite 3800

Milwaukee, WI 53202

(d) Mr. Sims has never been convicted in a criminal proceeding.

(e)

Mr. Sims has never 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 violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

United States

Item 3.

Source and Amount of Funds or Other Consideration.

CUSIP No. 269451100

13D

Page 4 of 6 Pages

Item 4.

Purpose of Transaction.

Mr. Sims acquired the shares of Common Stock identified this filing for the purpose of investment.

Mr. Sims is a Director, the President and Chief Executive Officer of the Issuer.

Mr. Sims is also the Chairman and a principal of Sims Capital Management LLC, the investment advisor to the Issuer.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Not applicable.

(e)

Not applicable.

(f)

Not applicable.

(g)

Not applicable.

(h)

Not applicable.

(i)

Not applicable.

(j)

Not applicable.

Item 5.

Interest in Securities of the Issuer.

(a)

Information concerning the number of shares and percentage of the class of Common Stock beneficially owned by the reporting person: (i) sole voting and dispositive power (280,271); (ii) shared voting and dispositive power (11,389); (iii) aggregate beneficial ownership (291,660); (iv) percentage of class of Common Stock (7.4%).

(b)

See response to (a) above.

(c)

Set forth below is information with respect to the sole transaction with respect to the Common Stock by Mr. Sims (and reflected in Mr. Sims’ beneficial ownership) during the past sixty (60) days.

On August 28, 2023, Mr. Sims sold five thousand (5,000) shares of Common Stock in the open market at a sale price of $8.88 per share.

(d)

Not applicable.

(e)

Not applicable.

CUSIP No. 269451100

13D

Page 5 of 6 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Mr. Sims is a Director, President and Chief Executive Officer of the Issuer

CUSIP No. 269451100

Mr. Sims is also the Chairman and a 50% equity owner of Sims Capital Management LLC, an SEC-registered investment advisor (“SCM). SCM is the investment advisor to the Issuer.

Item 7.

Material to be Filed as Exhibits.

None

CUSIP No. 269451100

13D

Page 6 of 6 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.

	/s/
	Luke E. Sims

	Luke E. Sims
	(Title)
	September 28, 2023
	(Date)

EAGLE CAPITAL GROWTH FUND, INC. SC 13D/A