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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BLACKROCK MUNIVEST FUND II, INC. (Name of Issuer) |
Variable Rate Muni Term Preferred Shares (Title of Class of Securities) |
09253T705 (CUSIP Number) |
Toronto-Dominion Investments, 1 Vanderbilt Avenue, New York, NY, 10017 (212) 827-7488 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/19/2026 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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
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| CUSIP No. | 09253T705 |
| 1 |
Name of reporting person
TORONTO DOMINION INVESTMENTS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
777.00 | ||||||||
| 12 | Check 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 |
SCHEDULE 13D
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| CUSIP No. | 09253T705 |
| 1 |
Name of reporting person
TORONTO DOMINION HOLDINGS (U.S.A.), INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
777.00 | ||||||||
| 12 | Check 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 |
SCHEDULE 13D
|
| CUSIP No. | 09253T705 |
| 1 |
Name of reporting person
TD GROUP US HOLDINGS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
777.00 | ||||||||
| 12 | Check 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)
OO |
SCHEDULE 13D
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| CUSIP No. | 09253T705 |
| 1 |
Name of reporting person
THE TORONTO-DOMINION BANK | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
777.00 | ||||||||
| 12 | Check 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)
BK |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Variable Rate Muni Term Preferred Shares | |
| (b) | Name of Issuer:
BLACKROCK MUNIVEST FUND II, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Bellevue Parkway, Wilmington,
DELAWARE
, 19809. | |
Item 1 Comment:
This Statement on Schedule 13D (this "Statement") relates to the purchase of 777 Variable Rate Muni Term Preferred Shares (CUSIP No. 09253T705) ("VMTP Shares") of BlackRock MuniVest Fund II, Inc. (the "Issuer" or the "Company"). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VMTP Shares by TDI (as defined below). The Issuer's principal executive offices are located at 100 Bellevue Parkway, Wilmington, Delaware 19809. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i. Toronto Dominion Investments LLC ("TDI"), a Delaware limited liability company ii. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") a Delaware corporation iii. TD Group US Holdings LLC ("TD GUS") a Delaware limited liability company iv. The Toronto-Dominion Bank ("TD") a Canadian chartered bank This Statement relates to the VMTP Shares that were purchased for the account of TDI. | |
| (b) | The address of the principal business office of TDI is: 1 Vanderbilt Avenue New York, New York 10017 The address of the principal business office of TDH is: 1 Vanderbilt Avenue New York, New York 10017 The address of the principal business office of TD GUS is: 251 Little Falls Drive Wellington, Delaware 19808 The address of the principal business office of TD is: Toronto-Dominion Centre P.O. Box 1 Toronto, Ontario, Canada M5k 1A2 | |
| (c) | TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. TDI's principal business is limited to lending and investing. Information concerning each executive officer, director and controlling person (the "Listed Persons") of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto(c)?TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. TDI's principal business is limited to lending and investing. Information concerning each executive officer, director and controlling person (the "Listed Persons") of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto. | |
| (d) | During the last five years, the Reporting Persons have not, and to the best knowledge of the Reporting Persons none of the Listed Persons have, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
| (e) | Not Applicable. | |
| (f) | Not Applicable. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $77,834,516.79 (representing an amount per share of 100,173.1232819). The source of funds was the working capital of the Reporting Persons. The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Company. | ||
| Item 4. | Purpose of Transaction | |
TDI has purchased the VMTP Shares for investment purposes. TDI acquired the VMTP Shares from the Issuer for an aggregate purchase price of $77,834,516.79. The Reporting Persons have not acquired the VMTP Shares 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 | |
| (a) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. | |
| (b) |
The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. As of February 19, 2026, the Reporting Persons beneficially owned an aggregate of 777 VMTP Shares representing 100.00% of the outstanding preferred shares of the Issuer. The 777 VMTP Shares reported herein consist of 777 VMTP Shares over which TDI is the record and beneficial owner. TDH is the sole owner of TDI and accordingly beneficially owns the VMTP Shares held by TDI. TD GUS is the sole owner of TDH and accordingly beneficially owns the VMTP Shares held by TDI. TD is the sole owner of TD GUS and accordingly beneficially owns the VMTP Shares held by TDI. | |
| (c) | There have been no transactions in the VMTP Shares that were effected during the past sixty days by the Reporting Persons other than as reported in this Statement. | |
| (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, VMTP Shares that may be deemed to be beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The responses of the Reporting Persons to Item 4 are incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Certificate for TD 99.3 Secretary's Certificate for TD GUS | ||
| SIGNATURE | |
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.
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