Sec Form 13D Filing - BANK OF AMERICA CORP (BAC) filing for BLACKROCK MUNIHOLDINGS INVESTMENT QUALITY FUND (MFL) - 2022-04-13

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)*
 
BLACKROCK MUNIHOLDINGS INVESTMENT QUALITY FUND
(Name of Issuer)
 
VARIABLE RATE DEMAND PREFERRED SHARES
(Title of Class of Securities)
 
09254P702
(CUSIP Number)
 
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 11, 2022
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
 
*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 in 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).
 


SCHEDULE 13D
 
CUSIP No. 09254P702

1
NAMES OF REPORTING PERSONS
 
 
Bank of America Corporation
56-0906609
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


SCHEDULE 13D
CUSIP No. 09254P702

1
NAMES OF REPORTING PERSONS
 
 
Banc of America Preferred Funding Corporation
75-2939570
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


Item 1
Security and Issuer
 
This Amendment No. 5 (this "Amendment") amends, as set forth below, amends, as set forth below, the statement on Schedule 13D, dated April 17, 2014 and filed with the SEC on April 28, 2014 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated April 20, 2017 and filed with the SEC on April 24, 2017 ("Amendment No. 1"), as further amended by Amendment No. 2 dated February 12, 2020 and filed with the SEC on February 14, 2020 (“Amendment No. 2”), as further amended by Amendment No. 3 dated April 3, 2020 and filed with the SEC on April 7, 2020 ("Amendment No. 3"), as further amended by Amendment No. 4 dated January 1, 2022 and filed with the SEC on January 4, 2022 (“Amendment No. 4), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate demand preferred shares ("VRDP Shares") of Muniholdings Investment Quality Fund (the "Issuer").
 
This Amendment is being filed as a result of the reorganization of the Issuer into BlackRock Municipal Income Fund, Inc. ("MUI") on April 11, 2022 (the "Reorganization") pursuant to which BAPFC exchanged its 2,746 VRDP Shares of the Issuer (CUSIP No. 09254P702) for an equal number of VRDP Shares of MUI (CUSIP No. 09262J201).
 
Item 2
Identity and Background
 
Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
 
Item 3
Source and Amount of Funds or Other Consideration
 
Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
 
"In connection with the Reorganization of the Issuer into MUI, BAPFC exchanged its 2,746 VRDP Shares of the Issuer (CUSIP No. 09254P702) for an equal number of VRDP Shares of MUI (CUSIP No. 09262J201). As a result of the Reorganization, the Reporting Persons no longer own any VRDP Shares of the Issuer."
 
Item 4
Purpose of Transaction
 
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
 
"As a result of the Reorganization, the Reporting Persons no longer own any VRDP Shares of the Issuer."
 
Item 5
Interest in Securities of the Issuer
 
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
 
"(d) Not Applicable.
 
(e) On April 11, 2022, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."
 

Item 6
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
 
"The responses of the Reporting Persons in Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements relating to the VRDP Shares have been terminated as a result of the redemption of the VRDP Shares."
 
Item 7
Material to be Filed as Exhibits
 
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:
 
"Exhibit
Description of Exhibit
   
99.1
Joint Filing Agreement
   
99.2
Limited Power of Attorney"


SIGNATURES
 
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.
 
Date:  April 13, 2022
 

BANK OF AMERICA CORPORATION




By: /s/ Michael Jentis
  Name: Michael Jentis
  Title: Attorney-in-fact


BANC OF AMERICA PREFERRED FUNDING CORPORATION




By: /s/ Michael Jentis
  Name: Michael Jentis
  Title: Authorized Signatory


LIST OF EXHIBITS
 
Exhibit
Description of Exhibit
   
Joint Filing Agreement
   
Limited Power of Attorney


SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation.  The business address of each of the executive officers and directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.

Name

Position with Bank of
America Corporation

Principal Occupation
         
Brian T. Moynihan

Chairman of the Board and Chief Executive Officer

Chairman of the Board and Chief Executive Officer of Bank of America Corporation
         
Paul M. Donofrio

Vice Chair

Vice Chair of Bank of America Corporation
         
Thong M. Nguyen

Vice Chair, Head of Global Strategy & Enterprise Platforms

Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
         
Bruce R. Thompson

Vice Chair, Head of Enterprise Credit

Vice Chair, Head of Enterprise Credit of Bank of America Corporation
         
Dean C. Athanasia

President, Regional Banking

President, Regional Banking of Bank of America Corporation
         
James P. DeMare

President, Global Markets

President, Global Markets of Bank of America Corporation
         
Kathleen A. Knox

President, The Private Bank

President, The Private Bank of Bank of America Corporation
         
Matthew M. Koder

President, Global Corporate and Investment Banking

President, Global Corporate and Investment Banking of Bank of America Corporation
         
Bernard A. Mensah

President, International; CEO, Merrill Lynch International

President, International of Bank of America Corporation and CEO, Merrill Lynch International
         
Andrew M. Sieg

President, Merrill Wealth Management

President, Merrill Wealth Management
         
Aditya Bhasin

Chief  Technology and Information Officer

Chief Technology and Information Officer of Bank of America Corporation
         
D. Steve Boland

Chief Administrative Officer

Chief Administrative Officer of Bank of America Corporation
         
Alastair Borthwick

Chief Financial Officer

Chief Financial Officer of Bank of America Corporation
         
Sheri Bronstein

Chief Human Resources Officer

Chief Human Resources Officer of Bank of America Corporation
         
Geoffrey Greener

Chief Risk Officer

Chief Risk Officer of Bank of America Corporation


Thomas M. Scrivener
 
Chief Operations Officer
 
Chief Operations Officer of Bank of America Corporation
         
Lauren Anne Mogensen
 
Global General Counsel
 
Global General Counsel of Bank of America Corporation
         
Lionel L. Nowell, III
 
Lead Independent Director
 
Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
         
Sharon L. Allen
 
Director
 
Former Chairman of Deloitte LLP
         
Susan S. Bies
 
Director
 
Former Member, Board of Governors of the Federal Reserve System
         
Frank P. Bramble, Sr.
 
Director
 
Former Executive Vice Chairman, MBNA Corporation
         
Pierre J.P. de Weck1
 
Director
 
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
         
Arnold W. Donald
 
Director
 
President and Chief Executive Officer, Carnival Corporation & Carnival plc
         
Linda P. Hudson
 
Director
 
Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
         
Monica C. Lozano
 
Director
 
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
         
Thomas J.  May
 
Director
 
Former Chairman, President, and Chief Executive Officer of Eversource Energy
         
Denise L. Ramos
 
Director
 
Former Chief Executive Officer and President of ITT Inc.
         
Clayton S. Rose
 
Director
 
President of Bowdoin College
         
Michael D. White
 
Director
 
Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
         
Thomas D. Woods2
 
Director
 
Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
         
R. David Yost
 
Director
 
Former Chief Executive Officer of AmerisourceBergen Corp.
         
Maria T. Zuber
 
Director
 
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT



1 Mr. de Weck is a citizen of Switzerland.
2 Mr. Woods is a citizen of Canada.


The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation.  The business address of each of the executive officers and directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.



SCHEDULE II

LITIGATION SCHEDULE
 
New York Attorney General Investor Protection Bureau Masking Settlement 3/22/2018

On March 22, 2018, the Attorney General of the State of New York Investor Protection Bureau ("NYAG") alleged that Bank of America Corporation ("BAC") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") (1) concealed from its institutional clients that orders were routed to and executed by "electronic liquidity providers," (2) misstated the composition of orders and trades in its dark pool, and (3) did not accurately describe its use of a proprietary "venue ranking" analysis, in violation of the Martin Act and Executive Law § 63(12).  In connection with the agreement, BAC and MLPF&S agreed (1) not to engage, or attempt to engage, in conduct in violation of any applicable laws, including but not limited to the Martin Act and Executive Law § 63(12); (2) to pay a penalty in the amount of $42,000,000; and (3) provide the NYAG a summary of the review of its electronic trading policies and procedures.

NOTE:  In addition, Bank of America Corporation and certain of its affiliates, including MLPF&S and BANA, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.  Certain of such proceedings have resulted in findings of violations of federal or state securities laws.  Such proceedings are reported and summarized in the MLPF&S Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.



Name

Position with Banc of
America Preferred
Funding Corporation

Principal Occupation
         
John J. Lawlor

Director and President

Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
         
Edward H. Curland

Director and Managing Director

Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
         
James Duffy

Managing Director

Director; MBAM BFO, The CFO Group
of  Bank of America, National Association
         
Michael I. Jentis

Managing Director

Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
         
Mona Payton

Managing Director

Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
         
Edward J. Sisk

Director and Managing Director

Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
         
John B. Sprung

Director

Corporate Director
         
David A. Stephens

Director and Managing Director

Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association