CUSIP No. 338479108
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SCHEDULE 13G
/A
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Page 7
of 15 Pages
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1
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NAME OF REPORTING
PERSONS
Guggenheim Funds Services, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
608,266
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
608,266
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,266
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.17%
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12
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TYPE OF REPORTING PERSON (See Instructions)
HC
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CUSIP No. 338479108
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SCHEDULE 13G/A
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Page 8
of 15 Pages
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1
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NAME OF REPORTING
PERSONS
Guggenheim Funds Distributors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
608,266
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
608,266
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,266
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.17%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA, BD
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CUSIP No. 338479108
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SCHEDULE 13G/A
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Page 9
of 15 Pages
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1
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NAME OF REPORTING
PERSONS
Claymore Securities Defined Portfolios, Series 494, 592, 644, 661
Guggenheim Defined Portfolios, Series 754, 761, 765, 766, 771, 781, 788, 789, 793, 812, 813, 833, 840, 846, 853, 874, 876, 887, 894, 895, 909, 910, 911, 912, 921,
963, 965, 979, 980 & 982
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
608,266
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
608,266
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,266
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.17%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IV
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CUSIP No. 338479108
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SCHEDULE 13G/A
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Page 10
of 15 Pages
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Item 1.
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(a) Name of Issuer:
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Flaherty & Crumrine/Claymore Total Return Fund Incorporated
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(b) Address of Issuer’s Principal
Executive Offices
:
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301
E. Colorado Boulevard, Suite 720, Pasadena, CA 91101
Item 2.
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(a) Name of Person Filing:
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This Statement is filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GP Holdco, LLC, GPFT Holdco, LLC, Guggenheim
Funds Services Holdings, LLC, Guggenheim Funds Services, LLC and Guggenheim Funds Distributors, LLC ("GFD"). GFD is filing
as Sponsor for Claymore Securities Defined Portfolios, Series 494, 592, 644, 661, Guggenheim Defined Portfolios, Series 754,
761, 765, 766, 771, 781, 788, 789, 793, 812, 813, 833, 840, 846, 853, 874, 876, 887, 894, 895, 909, 910, 911, 912, 921, 963,
965, 979, 980 & 982, (together "The Filing Entities"). This Statement relates to the shares of Common Stock (the "Shares"),
of the Issuer beneficially owned directly by The Filing Entities. Guggenheim Capital, LLC is the majority owner of Guggenheim
Partners, LLC, GP Holdco, LLC, GPFT Holdco, LLC, Guggenheim Funds Services Holdings, LLC, Guggenheim Funds Services, LLC and
GFD. GFD is the Sponsor of The Filing Entities which beneficially own more than 5% of the Shares reported herein. GFD is a
registered investment adviser under Section 203 of the Investment Advisers Act of 1940 and a broker dealer registered under
Section 15 of the Securities and Exchange Act of 1934.
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(b) Address
of Principal Business Office, or, if none, Residence:
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Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606
GP
Holdco, LLC: 227 West Monroe Street, Chicago, IL 60606
GPFT Holdco, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Funds Services Holdings, LLC: 2455 Corporate West Dr., Lisle, IL 60532
Guggenheim Funds Services, LLC: 2455 Corporate
West Dr., Lisle, IL 60532
Guggenheim Funds Distributors, LLC: 2455 Corporate West Dr., Lisle, IL 60532
Guggenheim Capital, LLC is a Delaware limited liability company.
Guggenheim Partners, LLC is a Delaware limited liability company.
GP Holdco, LLC is a Delaware limited liability company.
GPFT Holdco, LLC is a Delaware limited liability company.
Guggenheim Funds Services Holdings, LLC is a Delaware limited liability company.
Guggenheim Funds Services, LLC is a Delaware
limited liability company.
Guggenheim Funds Distributors, LLC is a Delaware limited liability company.
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(d) Title of Class of Securities:
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Common
Stock
338479108
CUSIP
No. 338479108
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SCHEDULE 13G
/A
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Page 11
of 15 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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x
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 338479108
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SCHEDULE 13G/A
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Page
12 of 15 Pages
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Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
As of December 31, 2012, Guggenheim Capital, LLC may be deemed the beneficial owner of 608,266 Shares, which amount includes
608,266 Shares beneficially owned directly by The Filing Entities, and indirectly by Guggenheim Funds Distributors, LLC, Guggenheim
Funds Services, LLC, Guggenheim Funds Services Holdings, LLC, GPFT Holdco, LLC, GP Holdco, LLC and Guggenheim Partners, LLC.
(b)
Percent of class:
6.17% of the Common Stock
(c)
Number of shares as to which the person has:
Guggenheim
Capital, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
Guggenheim
Partners, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
GP
Holdco, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
GPFT
Holdco, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
Guggenheim Funds Services Holdings, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
Guggenheim Funds Services, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
Guggenheim Funds Distributors, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: See Item 4(a) above. 608,266
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: See Item 4(a) above. 608,266
CUSIP No. 338479108
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SCHEDULE 13G/A
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Page 13
of 15 Pages
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Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following
o
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Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Certain advisory clients of Guggenheim Funds Distributors, LLC have the right to receive or the power to direct the receipt
of dividends from or the profits from the sale of the Shares reported herein.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
See
disclosure in Item 2 hereof.
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 338479108
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SCHEDULE 13G/A
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Page 14
of 15 Pages
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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:
February 14, 2013
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Guggenheim Capital, LLC
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By: Robert Saperstein
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By:
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/s/
Robert Saperstein
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Name:
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Robert Saperstein
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Title:
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Managing Director, Senior Regulatory Counsel
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Guggenheim Partners, LLC
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By: Guggenheim Capital, LLC, parent company
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By:
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/s/
Robert Saperstein
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Name:
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Robert Saperstein
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Title:
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Managing Director, Senior Regulatory Counsel
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GP Holdco, LLC
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By: Guggenheim Capital, LLC, parent company
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By:
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/s/
Robert Saperstein
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Name:
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Robert Saperstein
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Title:
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Managing Director, Senior Regulatory Counsel
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GPFT Holdco, LLC
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By: Guggenheim Capital, LLC, parent company
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By:
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/s/
Robert Saperstein
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Name:
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Robert Saperstein
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Title:
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Managing Director, Senior Regulatory Counsel
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