BCAT BlackRock Capital Allocation Term Trust

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

BlackRock Capital Allocation Term Trust

(Name of Issuer)

 

Common Shares, $0.01 par value

(Title of Class of Securities)

 

09260U109

(CUSIP Number)

June 22, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 7 Pages)

______________________________

* 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).

---

1	NAME OF REPORTING PERSON      Saba Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS      OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER      -0-
	8	SHARED VOTING POWER      8,586,775
	9	SOLE DISPOSITIVE POWER      -0-
	10	SHARED DISPOSITIVE POWER      8,586,775
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON      8,586,775
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      7.94%
14	TYPE OF REPORTING PERSON      PN; IA

The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23.

---

1	NAME OF REPORTING PERSON      Boaz R. Weinstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS      OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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      -0-
	8	SHARED VOTING POWER      8,586,775
	9	SOLE DISPOSITIVE POWER      -0-
	10	SHARED DISPOSITIVE POWER      8,586,775
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON      8,586,775
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      7.94%
14	TYPE OF REPORTING PERSON      IN

The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23.

---

1	NAME OF REPORTING PERSON      Saba Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS      OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER      -0-
	8	SHARED VOTING POWER      8,586,775
	9	SOLE DISPOSITIVE POWER      -0-
	10	SHARED DISPOSITIVE POWER      8,586,775
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON      8,586,775
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      7.94%
14	TYPE OF REPORTING PERSON      OO

The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23.

---

Item 1.	SECURITY AND ISSUER
	This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 3/28/23, as amended by Amendment No. 1 filed 5/9/23, and Amendment No. 2 filed 5/12/23; with respect to the common shares of BlackRock Capital Allocation Term Trust. This Amendment No. 3 amends Items 3, and 5, as set forth below.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $125,201,067 was paid to acquire the Common Shares reported herein.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed with the Securities and Exchange Commission on 3/6/23.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions in the Common Shares effected since the Schedule 13D/A filing on 5/12/23 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
(d)	The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.
(e)	Not applicable.

---

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  June 26, 2023

	SABA CAPITAL MANAGEMENT, L.P.   By:  /s/ Michael D'Angelo
	Name: Michael D'Angelo Title: Chief Compliance Officer
	SABA CAPITAL MANAGEMENT GP, LLC   By:  /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory
	BOAZ R. WEINSTEIN   By:  /s/ Michael D'Angelo
	Name: Michael D'Angelo
	Title: Attorney-in-fact*
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

---

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Schedule 13D/A on 5/12/23.  All transactions were effectuated in the open market through a broker.

Trade Date	Buy/Sell	Shares	Price
5/12/2023	Buy	150,298	14.85
5/16/2023	Buy	49,259	14.81
5/17/2023	Buy	48,334	14.97
5/19/2023	Buy	33,269	15.04
5/22/2023	Buy	9,025	14.98
5/23/2023	Buy	27,338	14.94
5/25/2023	Buy	70,208	14.79
5/25/2023	Buy	6,263	14.79
5/26/2023	Buy	12,152	15.00
5/30/2023	Buy	67,916	14.84
5/30/2023	Buy	3,528	14.83
5/30/2023	Sell	(14,148)	14.87
5/31/2023	Buy	44,950	14.79
5/31/2023	Sell	(21,690)	14.80
6/1/2023	Buy	4,754	14.90
6/5/2023	Buy	1,244	15.09
6/9/2023	Buy	2,307	15.20
6/12/2023	Buy	11,746	15.24
6/13/2023	Buy	175,473	15.28
6/13/2023	Buy	73,337	15.27
6/14/2023	Buy	18,527	15.17
6/15/2023	Buy	93,070	15.17
6/16/2023	Buy	70,854	15.16
6/16/2023	Buy	953	15.19
6/20/2023	Buy	21,695	15.12
6/21/2023	Buy	28,420	15.05
6/21/2023	Buy	3,750	15.10
6/22/2023	Buy	179,727	15.10
6/22/2023	Buy	416,604	15.11
6/22/2023	Buy	2,599	15.17
6/23/2023	Buy	24,700	15.12

---