SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934


The GDL Fund
(Name of Issuer)

Series B Cumulative Puttable and Callable Preferred Shares ("Series B")
(Title of Class of Securities)


361570302
(CUSIP Number)

Regina Pitaro
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


_____________December 18, 2014____________
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  .

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 CUSIP No. 361570302
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
E3M 2014 LLC
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)  (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
 See Item 3
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
530,148  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
530,148  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
530,148  (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
19.46%
14
 
Type of reporting person (SEE INSTRUCTIONS)
    OO
 
 
2
 
 
Item 1.                                        Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates is the Series B Preferred Shares, of The GDL Fund (the "Issuer"), a Delaware trust with principal offices located at One Corporate Center, Rye, New York 10580.

Item 2.                                        Identity and Background
(a) This statement is being filed by E3M 2014 LLC (the "Reporting Person").
(b) The Reporting Person's business address is One Corporate Center, Rye, New York 10580.
(c)  The Reporting Person, a grantor retained annuity trust. Regina Pitaro is the Trustee.
(d)  During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)  During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.                                        Source and Amount of Funds or Other Consideration
                              The Reporting Person used an aggregate of approximately $26,590,124 to purchase the shares reported as beneficially owned in Item 5.

Item 4.                                        Purpose of Transaction
                                The Reporting Person purchased the shares reported in Item 5 in a private transaction. The Reporting Person has purchased and holds the Securities reported by it for investment for an account for which it has sole investment and voting power.

Item 5.                                        Interest In Securities Of The Issuer
 (a) The aggregate number of Securities to which this Schedule 13D relates is 530,148 Series B Shares representing 19.46% of the 2,724,641 shares outstanding as reported by the Issuer as of December 22, 2014. The Reporting Persons beneficially own those Securities as follows:
Shares of
Series B Preferred
% of Series
B Preferred
530,148
 
19.46%
 
(b) The Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, for its own benefit.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by the Reporting Person is set forth on Schedule I annexed hereto and incorporated herein by reference.
(e) Not applicable.

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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:            December 29, 2014

E3M 2014 LLC


By:/s/ Regina Pitaro                                                                      
     Regina Pitaro
     Trustee
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 SCHEDULE I
                            INFORMATION WITH RESPECT TO
                 TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
                 SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)

                                   SHARES PURCHASED        AVERAGE
                        DATE            SOLD(-)             PRICE

 THE GDL FUND – SERIES B PREFERRED

           E3M 2014 LLC
                      12/18/14          425,148           50.1600
                      12/18/14          105,000           50.1400

(1) THE SHARES REPORTED WERE PURCHASED IN A PRIVATE TRANSACTION.



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