Sec Form 13D Filing - BANK OF AMERICA CORP @ PIMCO Flexible Municipal Income Fund

Insider filing report for Changes in Beneficial Ownership

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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. 3)

PIMCO FLEXIBLE MUNICIPAL INCOME FUND

(Name of Issuer)

VARIABLE RATE MUNIFUND TERM PREFERRED

(Title of Class of Securities)

72203E400

72203E509

72203E707

(CUSIP Number)

Bank of America Corporation

Bank of America Corporate Center

100 N. Tryon Street

Charlotte, North Carolina 28255

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 6, 2021

(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. 72203E400, 72203E509, 72203E707

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
			1,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000

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)
	57.14%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

SCHEDULE 13D

CUSIP No. 72203E400, 72203E509, 72203E707

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
			1,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000

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)
	57.14%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

This Amendment No. 3 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated June 17, 2019 and filed with the SEC on June 27, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated November 18, 2019 and filed with the SEC on November 20, 2019 (“Amendment No. 1”), as further amended by Amendment No. 2 dated April 20, 2020 and filed with the SEC on April 22, 2020 (“Amendment No. 2”), for Bank of America Corporation (“BAC”) and Banc of America Preferred Funding Corporation (“BAPFC”) (collectively, the “Reporting Persons”) with respect to the remarketable variable rate munifund term preferred shares (“RVMTP Shares”) of PIMCO Flexible Municipal Income Fund (the “Issuer”).

This Amendment is being filed as a result of (i) the entry into the Amended and Restated RVMTP Purchase Agreement by and between the Issuer and BAPFC, dated December 6, 2021 (the “Amended and Restated Purchase Agreement”), amending and restating that certain VMTP Purchase Agreement dated as of June 17, 2019 (the “Original Purchase Agreement”) and (ii) the entry into the Amended and Restated Registration Rights Agreement by and between the Issuer and BAPFC, dated December 6, 2021, amending and restating that certain Registration Rights Agreement dated as of June 17, 2019, each with respect to the RVMTP Shares described as the Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2051-A (the “2051-A RVMTP Shares”) of the Issuer (CUSIP No. 72203E400) in the amount of 500 shares purchased by BAPFC. In addition to such 2051-A RVMTP Shares, BAPFC holds 250 2049-A RVMTP Shares (CUSIP No. 72203E509) and 250 2050-A RVMTP Shares (CUSIP No. 72203E707).

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:

“As described in the Amended and Restated Purchase Agreement, BAPFC’s holdings of 250 variable rate munifund term preferred shares of the Issuer, Series 2022 purchased pursuant to the Original Purchase Agreement, were redesignated by the Fund as 2051-A RVMTP Shares, and, concurrently, BAPFC purchased an additional 250 2051-A RVMTP Shares (CUSIP No. 72203E400) from the Issuer (the “Series 2051-A Purchase”).

The aggregate amount of funds used by the Reporting Persons for the Series 2051-A Purchase was approximately $25,000,000. The source of funds was the working capital of the Reporting Persons.”

Item 4

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

“BAPFC made the Series 2051-A Purchase for investment purposes. BAPFC acquired the 250 additional 2051-A RVMTP Shares (CUSIP No. 72203E400) pursuant to an Amended and Restated RVMTP Purchase Agreement, dated December 6, 2021, between the Issuer, BAPFC, and BofA Securities, Inc., as DTC Agent, on their initial issuance for a purchase price of $25,000,000.

The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.”

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:

“The voting and consent rights of the additional 250 2051-A RVMTP Shares acquired in the Series 2051-A Purchase by BAPFC will be treated in the same manner as previously described in this Item 6.”

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 the insertion of the following exhibits:

“Exhibit	Description of Exhibit

99.1	Joint Filing Agreement

99.2	Power of Attorney

99.10	Amended and Restated Registration Rights Agreement, dated December 6, 2021

99.11	Amended and Restated RVMTP Purchase Agreement, dated December 6, 2021”

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: December 8, 2021

	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

99.1	Joint Filing Agreement

99.2	Power of Attorney

99.10	Amended and Restated Registration Rights Agreement, dated December 6, 2021

99.11	Amended and Restated RVMTP Purchase Agreement, dated December 6, 2021”

SCHE DULE 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, Chief Executive Officer, President and Director	Chairman of the Board, Chief Executive Officer, and President of Bank of America Corporation

Holly O’Neill	President, Retail Banking	President, Retail Banking of Bank of America Corporation

Aditya Bhasin	Chief Technology and Information Officer	Chief Technology and Information Officer of Bank of America Corporation

Sheri Bronstein	Chief Human Resources Officer	Chief Human Resources Officer of Bank of America Corporation

Alastair Borthwick	Chief Financial Officer	Chief Financial Officer of Bank of America Corporation

Geoffrey Greener	Chief Risk Officer	Chief Risk Officer of Bank of America Corporation

Kathleen A. Knox	President, Private Bank	President, Private Bank of Bank of America Corporation

Lauren Anne Mogensen	Global General Counsel	Global General Counsel of Bank of America Corporation

Thomas K. Montag	Chief Operating Officer	Chief Operating Officer of Bank of America Corporation

Anne Finucane	Vice Chairman	Vice Chairman of Bank of America Corporation

Andrew M. Sieg	President, Merrill Lynch Wealth Management	President, Merrill Lynch Wealth Management

Andrea B. Smith	Chief Administrative Officer	Chief Administrative Officer of Bank of America Corporation

Sharon L. Allen	Director	Former Chairman of Deloitte LLP

Susan S. Bies	Director	Former Member, Board of Governors of the Federal Reserve System

Lionel L. Nowell, III	Lead Independent Director	Former Senior Vice President and Treasurer, PepsiCo Inc.

Frank P. Bramble, Sr.	Director	Former Executive Vice Chairman, MBNA Corporation

Pierre 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

Lionel L. Nowell, III	Director	Former Senior Vice President and Treasurer, PepsiCo Inc.

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.

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Director and President

Name	Position with Banc of America Preferred Funding Corporation		Principal Occupation

John J. Lawlor		Managing Director, Municipal Markets and Public Sector Banking Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association

Edward H. Curland	Director and Managing Director		Managing Director, Municipal Markets Executive for Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association

Mona Payton	Managing Director		Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association

Edward J. Sisk	Director and Managing Director		Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association

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.

Sec Form 13D Filing - BANK OF AMERICA CORP (BAC) filing for PIMCO Flexible Municipal Income Fund (PMFLX) - 2021-12-08