SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
10/15/2009
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,614,585
8. SHARED VOTING POWER
635,415
9. SOLE DISPOSITIVE POWER
2,250,000
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,250,000
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.20%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Prospect Acquisition Corp.("PAX" or the "Issuer").
The principal executive offices of PAX are located at
695 East Main Street
Stamford CT 06901
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Phillip Goldstein, 60 Heritage Drive,Pleasantville, NY
10570 a principal of Bulldog Investors and Andrew Dakos,
Park 80 West,Saddle Brook, NJ 07663, also a principal of
Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On January 31, 2007 the Acting Director of the Securities Division
of the Massachusetts Secretary of State (the Securities Division)
filed a complaint against Bulldog Investors, Messrs. Goldstein,
Samuels, Dakos and Das and certain related parties (the Bulldog Parties)
alleging that they violated Massachusetts law by making information about
certain unregistered investments available on their website and by
sending material about such investments to an individual who requested
it. On October 17, 2007 the Secretary issued a cease and
desist order based on the same allegations and ordered that a fine be
imposed on the Bulldog Parties of $25,000. On November 15, 2007 the Bulldog
Parties filed an appeal of the Secretary's October 17, 2007 order in the
Massachusetts Superior Court. On February 12, 2009, the Massachusetts
Superior Court upheld the Secretary's October 17, 2007 order. The Bulldog
parties further appealed the ruling of the Massachusetts Superior Court to
Massachusetts Appeals Court. Oral argument in the Massachusetts Appeals
Court is scheduled for November 12, 2009.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The filing persons have entered into an agreement with a third party whereby
they have (1) granted the party an option to purchase their shares,
(2) unless and until the option is exercised, agreed to vote their shares
against any transaction proposed by the issuer and to convert their shares
to cash, and (3) in the event the option is exercised, agreed to vote their
shares as directed by the party or its assignee.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the Form 10-Q filed on August 7, 2009 there were 31,250,000 shares
of common stock outstanding as of July 31, 2009. The percentage set forth
in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein
and Andrew Dakos beneficially own an aggregate of 2,250,000 shares of PAX or
7.20% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of PAX were purchased:
Date: Shares: Price:
8/26/09 125,000 $9.7600
10/12/09 1,000,000 $9.8300
10/15/09 1,000,000 $9.8400
10/20/09 200,000 $9.8800
During the past 60 days the following shares of PAX were sold:
09/18/09 242,400 $9.9000
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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: 10/26/2009
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos