Sec Form 13D Filing - BANK OF AMERICA CORP (BAC) filing for BLACKROCK MUNIHLDGS NJ QUAL FN (MUJ) - 2022-01-03

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. 05)
 
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 N. Tryon Street
Charlotte, North Carolina 28255
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
January 1, 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
 
 
2,371
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,371
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,371
 
 
 
 
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
 
 
2,371
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,371
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,371
 
 
 
 
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
 
 
 
 


This Amendment No. 5 (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") 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 April 3, 2020 and filed with the SEC on April 7, 2020 ("Amendment No. 3"), 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 MuniHoldings New Jersey Quality Fund, Inc. (the "Issuer"),
 
This Amendment is being filed in relation to the execution of an Amended and Restated Voting Trust Agreement, dated as of January 1, 2022 relating to the VRDP Shares (CUSIP No. 09254X705) of the Issuer.
 
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 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 language after the last paragraph thereof:
 
"BAPFC has amended and restated the Voting Trust Agreement as of January 1, 2022, the VRDP Shares remain subject to the voting trust restrictions as so amended and restated in such agreement.”
 
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
99.17
Amended and Restated Voting Trust Agreement dated January 1, 2022 between BAPFC and Newport Trust Company, as voting trustee and voting consultant "


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:  January 3, 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
Power of Attorney
Amended and Restated Voting Trust Agreement dated January 1, 2022 between BAPFC and Newport Trust Company, as voting trustee and voting consultant "


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, 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.

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 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.