GOLDSTEIN PHILLIP 4

What Happened
Phillip Goldstein, a director of Total Return Securities Fund (ticker: SWZ), disposed of 31,314 shares to the issuer on January 23, 2026 at $6.81 per share for aggregate proceeds of $213,248. This was a sale (disposition) to the issuer rather than an open‑market trade.

Key Details

• Transaction date: 2026-01-23; Price: $6.81; Shares disposed: 31,314; Gross proceeds: $213,248.
• Shares owned after the transaction: Not disclosed in this filing.
• Footnote F1: Sale was to the issuer pursuant to a tender offer exempt under Rule 16b-3.
• Footnote F2: Notes an additional 1,000 shares were purchased in a rights offering and were inadvertently omitted from Mr. Goldstein’s Form 4 filed on Dec 12, 2025 (this filing corrects that omission).
• Filing date: 2026-01-27. Form 4s are generally due within two business days of the transaction, so this filing appears to have been submitted after that typical window.

Context
A sale to the issuer under a tender offer is a corporate repurchase-type transaction and is procedurally different from an open-market sale; it does not by itself indicate the director’s view of the company’s prospects. This report corrects a prior omission of 1,000 shares from an earlier filing rather than reporting a separate new purchase.