Sec Form 4 Filing - FELS GERALD @ NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND - 2014-11-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FELS GERALD 2. Issuer Name and Ticker or Trading Symbol NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND [ NMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 271 THOMPSON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2014 (Street) WEBSTER, MA05170 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 11/25/2014 P 850 A $ 13.3521 ( 3 ) 210,025 ( 1 ) I By spouse Common Shares 11/26/2014 P 2,386 A $ 13.1337 ( 3 ) 1,325,698 ( 2 ) D Common Shares 11/28/2014 P 100 A $ 13.19 ( 3 ) 1,325,798 ( 2 ) D Common Shares 12/11/2014 P 259 A $ 13.1004 ( 3 ) 1,326,057 ( 2 ) D Common Shares 12/12/2014 P 6,500 A $ 13.1409 ( 3 ) 1,332,557 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed o f (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELS GERALD 271 THOMPSON ROAD WEBSTER, MA05170 X Fels Marilyn 271 THOMPSON ROAD WEBSTER, MA05170 X Signatures /s/ Gerald Fels 01/07/2015 Signature of Reporting Person Date /s/ Marilyn Fels 01/07/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by Marilyn Fels. Gerald Fels disclaims beneficial ownership of the shares listed here except to the extent of his pecuniary interest therein. ( 2 )These shares are owned directly by Gerald Fels. Except with respect to 1,200,000 shares of which are jointly owned by Gerald and Marilyn Fels, Marilyn Fels disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein. ( 3 )Price includes commission paid to brokers. The reporting persons undertake to provide NMT, any security holder of NMT, or the staff of the Securities and Exchange Commission, upon request, full information regarding the amount of commissions paid.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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