Sec Form 13D Filing - BANK OF AMERICA CORP (BAC) filing for PIMCO Flexible Municipal Income Fund (PMFLX) - 2022-05-11

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. 6)
 
PIMCO FLEXIBLE MUNICIPAL INCOME FUND
(Name of Issuer)
 
VARIABLE RATE MUNIFUND TERM PREFERRED
(Title of Class of Securities)
 
72203E400
72203E509
72203E707
72203E871
(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)
 
May 9, 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. 72203E400, 72203E509, 72203E707, 72203E871

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
&#x A0;
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,000
 
 
 
 
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)
 
 
53.33%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


SCHEDULE 13D

CUSIP No. 72203E400, 72203E509, 72203E707, 72203E871

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
 
 
2,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,000
 
 
 
 
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)
 
 
53.33%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


This Amendment No. 6 (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"), as further amended by Amendment No. 3, dated December 6, 2021 and filed with the SEC on December 8, 2021 ("Amendment No. 3"), as further amended by Amendment No. 4, dated January 13, 2022 and filed with the SEC on January 18, 2022 ("Amendment No. 4"), as further amended by Amendment No. 5, dated April 8, 2022 and filed with the SEC on April 12, 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 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 May 9, 2022 (the "Amended and Restated Purchase Agreement"), amending, restating and combining that certain RVMTP Purchase Agreement dated as of November 18, 2019 (the "Original Series 2049-A Purchase Agreement") with respect to the RVMTP Shares described as the Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2049-A (the "2049-A RVMTP Shares") of the Issuer (CUSIP No. 72203E509) and that certain RVMTP Purchase Agreement dated as of April 20, 2020 (the "Original Series 2050-A Purchase Agreement") with respect to the RVMTP Shares described as the Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2050-A (the "2050-A RVMTP Shares") of the Issuer (CUSIP No. 72203E707) and (ii) the entry into the Amended and Restated Registration Rights Agreement by and between the Issuer and BAPFC, dated May 9, 2022, amending, restating and combining that certain Registration Rights Agreement dated as of November 18, 2019 with respect to the 2049-A RVMTP Shares and that certain Registration Rights Agreement dated as of April 20, 2020 with respect to the 2050-A RVMTP Shares.  In addition to such 2049-A RVMTP Shares and 2050-A RVMTP Shares, BAPFC holds 500 2051-A RVMTP Shares (CUSIP No. 72203E400) and 1,000 2052-B RVMTP Shares of the Issuer (CUSIP No. 72203E871).

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 2050-A RVMTP Shares purchased pursuant to the Original Series 2050-A Purchase Agreement, were redesignated by the Fund as 2049-A RVMTP Shares."
 
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 250 2050-A RVMTP Shares redesignated as 2049-A RVMTP Shares 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
   
99.14
Amended and Restated Registration Rights Agreement, dated May 9, 2022
   
99.15
Amended and Restated RVMTP Purchase Agreement, dated May 9, 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:  May 11, 2022

BANK OF AMERICA CORPORATION



By:
/s/ Michael Jentis


Name:
Michael Jentis

Title:
Authorized Signatory



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
   
Power of Attorney
   
Amended and Restated Registration Rights Agreement, dated May 9, 2022
   
Amended and Restated RVMTP Purchase Agreement, dated May 9, 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.



1 Mr. de Weck is a citizen of Switzerland.


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 Eversour ce 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



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.