Sec Form 13D Filing - BANK OF AMERICA CORP (BAC) filing for BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY FUND INC. (MUJ) - 2022-04-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 6)*
 
BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY FUND, INC.
(Name of Issuer)
 
VARIABLE RATE DEMAND PREFERRED SHARES
(Title of Class of Securities)
 
09254X705
(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. 09254X705

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
 
 
4,171
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
4,171
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,171
 
 
 
 
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)
 
 
100%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 
 

SCHEDULE 13D

CUSIP No. 09254X705

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
 
 
4,171
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
4,171
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,171
 
 
 
 
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)
 
 
100%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


Item 1
Security and Issuer
 
This Amendment No. 6 (this “Amendment”) 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 01D;) as amended by Amendment No. 1 dated April 13, 2015 and filed with the SEC on April 15, 2015 (“Amendment No. 1”), as further amended by Amendment No. 2 dated April 20, 2017 and filed with the SEC on April 24, 2017 (“Amendment No. 2”), as further amended by Amendment No. 3 dated February 12, 2020 and filed with the SEC on February 14, 2020 (“Amendment No. 3”), as further amended by Amendment No. 4 dated April 3, 2020 and filed with the SEC on April 7, 2020 (“Amendment No. 4”), as further amended by amendment No. 5 dated January 1, 2022 and filed with the SEC on January 4, 2022 (“Amendment No. 5”) 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 BlackRock New York Municipal Income Trust (the “Issuer”).
 
This Amendment is being filed as a result of the purchase of additional VRDP Shares of the Issuer (CUSIP No. 09254X705) in the amount of 1,800 shares purchased by BAPFC in an open market transaction.  In addition to the VRDP purchased in such open market transaction, BAPFC holds 2,371 VRDP Shares of the Issuer (CUSIP No. 09254X705).
 
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:
 
“The Reporting Persons purchased 1,800 VRDP Shares of the Issuer (CUSIP No. 09254X705) in an open market transaction for a purchase price of $100,000 per share (the “Additional VRDP Share Purchase”).

The aggregate amount of funds used by the Reporting Persons for the Additional VRDP Purchase was approximately $180,000,000. 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 Additional VRDP Purchase for investment purposes.  BAPFC acquired the additional VRDP Shares of the Issuer (CUSIP No. 09254X705) in an open market transaction for a purchase price of $180,000,000 in connection with an Amended and Restated VRDP Fee Agreement, dated April 11, 2022, between the Issuer and Bank of America, N.A. as Liquidity Provider.
 
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 5
Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
 
“(a) – (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
 
(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
 
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VRDP Shares that may be deemed to be beneficially owned by the Reporting Persons.”
 
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 on the 1,800 VRDP Shares acquired in connection with in the Additional VRDP Purchase will be subject to the Voting Trust and 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
Limited Power of Attorney
   
99.18
Amended and Restated VRDP Shares Purchase Agreement dated April 11, 2022
   
99.19
Amended and Restated VRDP Shares Fee Agreement dated April 11, 2022
   
99.20
Amended and Restated VRDP Shares Remarketing Agreement dated April 11, 2022”


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, 2023
 
 
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
   
Amended and Restated VRDP Shares Purchase Agreement dated April 11, 2022
   
Amended and Restated VRDP Shares Fee Agreement dated April 11, 2022
   
Amended and Restated VRDP Shares Remarketing Agreement dated April 11, 2022


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.

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


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.