Franklin Resources Amends 13D Filing for Clarion Partners

TL;DR

Franklin Resources updated its stake in Clarion Partners Real Estate Income Fund. Keep an eye on this.

AI Summary

Franklin Resources Inc. filed an amendment (No. 11) to its Schedule 13D on December 6, 2024, regarding its holdings in Clarion Partners Real Estate Income Fund Inc. The filing indicates a change in the reporting person's beneficial ownership of Class I Shares of Common Stock. Franklin Resources, Inc. is a significant investment advisor.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy concerning Clarion Partners Real Estate Income Fund Inc., which could impact its market position and investor relations.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in control or strategy, potentially affecting the company's stock performance.

Key Numbers

• 11 — Amendment Number (Indicates this is the eleventh update to the original filing.)

Key Players & Entities

• Franklin Resources Inc. (company) — Reporting person and filer
• Clarion Partners Real Estate Income Fund Inc. (company) — Subject company
• Thomas C. Mandia (person) — Assistant Secretary of Franklin Resources, Inc., authorized to receive filings

FAQ

Key Financial Figures

• $175,545,377 — s were acquired for a purchase price of $175,545,377, inclusive of $50,000,000 paid by Legg
• $50,000,000 — ase price of $175,545,377, inclusive of $50,000,000 paid by Legg Mason, Inc. (now a subsidi
• $124,387,502 — s were acquired for a purchase price of $124,387,502 for the benefit of fiduciary accounts m

Filing Documents

• clar24a11.htm (SC 13D/A) — 191KB
• 0000038777-24-000220.txt ( ) — 193KB

Security and Issuer

Item 1. Security and Issuer This statement relates to Class I Shares of Common Stock (the "Shares") of CLARION PARTNERS REAL ESTATE INCOME FUND INC., a Maryland corporation (the "Issuer"). The Issuer's principal executive office is located at 620 Eighth Avenue, New York, New York 10018.

Identity and Background

Item 2. Identity and Background (a), (f) This Schedule 13D is being filed by Franklin Resources, Inc., a Delaware corporation ("FRI"), Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), and Franklin Advisers, Inc., a California corporation ("FAV", and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). FAV is a direct wholly-owned subsidiary of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. C. Johnson and R. Johnson, Jr. are citizens of the United States. (b) The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FRI and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit B. (c) The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business and FRI makes investments to advance the interests of its investment management business. The principal business of FAV is to act as an investment adviser. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit B. (d) During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit B, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit B, was 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 prohibitin

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons have invested in the Issuer as follows: 15,777,928 Shares were acquired for a purchase price of $175,545,377, inclusive of $50,000,000 paid by Legg Mason, Inc. (now a subsidiary of FRI), from FRI's and Legg Mason, Inc.'s working capital; and 9,902,819 Shares were acquired for a purchase price of $124,387,502 for the benefit of fiduciary accounts managed by FRI's investment management subsidiaries from their working capital, including a fund managed by FAV. In addition, on March 12, 2021 5,223 Class S Shares of Common Stock of the Issuer, 5,232 Class T Shares of Common Stock of the Issuer, and 5,251 Class D Shares of Common Stock of the Issuer were transferred for no consideration from Legg Mason, Inc. to FRI. C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction FRI and its investment management subsidiaries, including FAV, acquired the Shares for investment and to facilitate the acquisition of the Issuer's commercial real estate investments. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of the Shares at prices that would make the purchase or sale of the Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of the Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Other factors that may affect the Reporting Persons' investment in the Shares include, without limitation, the Issuer's financial position, results, prospects and strategic direction, actions taken by the Issuer's portfolio managers, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions. Except as described above, none of FRI and its investment management subsidiaries, and none of any of the other Reporting Persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer. The Reporting Persons may at any time review, reconsider and change their position and/or change their purpose and/or develop such plans or proposals.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a-b) See cover pages. FRI is filing this report for itself and its affiliates. FRI and its investment management subsidiaries may be deemed to beneficially own the Shares for which such investment management subsidiaries are the investment adviser for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"). In addition, FAV may be deemed to beneficially own the Shares in its capacity as the investment adviser to Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940 ("Franklin Income Fund"), pursuant to an investment management contract that grants investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. CUSIP NO. 180567406 Page 7 of 14 Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not Applicable CUSIP NO. 180567406 Page 8 of 14

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Principal Executive Officers and Directors of FRI and FAV Exhibit C: Limited Powers of Attorney for Section 13 Reporting Obligations Exhibit D: Transactions in the past 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. Dated: December 6, 2024 Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By: /s/THOMAS C. MANDIA Thomas C. Mandia Assistant Secretary of Franklin Resources, Inc. AttorneyinFact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D AttorneyinFact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D Assistant Secretary of Franklin Advisers, Inc. Franklin Custodian Funds on behalf of Franklin Income Fund By: /s/ALISON E. BAUR Alison E. Baur Vice President and Assistant Secretary of Franklin Custodian Funds CUSIP NO. 180567406 Page 9 of 14 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on December 6, 2024. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By: /s/THOMAS C. MANDIA Thomas C. Mandia Assistant Secretary of Franklin Resources, Inc. AttorneyinFact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D AttorneyinFact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D Assist

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