UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~October 31, ~~2018~~2019

Western Asset Variable Rate Strategic Fund Inc.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation) 811-21609 (Commission File Number) 51-0522808 (I.R.S. Employer Identification No.)


Maryland	811-21609	51-0522808
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

620 Eighth Avenue, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

620 Eighth Avenue, New York, NY (Address of principal executive offices) 10018 (Zip Code)

(888) 777-0102

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to orSection 12(b) ~~Rule 12b-2~~ of the ~~Securities Exchange~~ Act: ~~of 1934.~~

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

GFY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers.~~Year

On ~~January~~October 231, 2019, the Board of Directors of Western Asset Variable Rate Strategic Fund Inc. (the “Fund”) ~~issued~~amended aand ~~press~~restated in ~~release,~~its ~~the~~entirety ~~text of which is attached hereto as Exhibit 99.1, announcing~~ the ~~appointment~~bylaws of ~~Nisha Kumar as a director of each of~~ the ~~closed-end funds advised by Legg Mason Partners~~ Fund ~~Advisors,~~(the ~~LLC,~~“Amended ~~effective January 1, 2019,~~ and ~~announcing~~Restated ~~the retirement of Dr~~Bylaws”). ~~Riordan~~The ~~Roett~~Amended and ~~Leslie~~Restated H.Bylaws ~~Gelb~~were asdeemed ~~directors of each respective closed-end fund,~~ effective ~~December~~ October 31, ~~2018.~~2019 ~~Ms. Kumar~~and ~~will~~are ~~serve~~attached hereto as aan ~~member~~Exhibit ofand ~~the~~are ~~Fund’s~~incorporated ~~Audit,~~herein ~~Nominating,~~by ~~Compensation, Pricing and Valuation Committees~~reference.

Ms. Kumar has been a Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP since 2011. She was previously Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. during 2011. From 2007 to 2009, Ms. Kumar served as Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. Ms. Kumar is a member of the Council on Foreign Relations.

The information disclosed under this Item 5.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18 and shall not be deemed to be incorporated by reference into any filing of the Fund under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
99.1		~~Press~~Amended ~~Release~~and ofRestated ~~the~~Bylaws, ~~Fund~~ dated ~~January~~October 231, 2019, of Western Asset Variable Rate Strategic Fund Inc.

EXHIBIT INDEX

The following exhibits are filed herewith:


Exhibit		Exhibit Description

99.1		Amended and Restated Bylaws, dated October 31, 2019, of Western Asset Variable Rate Strategic Fund Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

[Signature Page to Form 8-K]

Date: January 2, 2019

Western Asset Variable Rate Strategic Fund Inc.

Date: November 5, 2019

Western Asset Variable Rate Strategic Fund Inc.

/s/ George P. Hoyt

Name: George P. Hoyt

Title: Assistant Secretary

Filing Compare · WESTERN ASSET VARIABLE RATE STRATEGIC FUND INC.