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
(Amendment No. 1)*
|
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) |
02/23/2026 (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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 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 Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated February 19, 2026 and filed with the SEC on February [--], 2026 (the "Original Schedule 13D"). This Amendment is being filed as a result of the reorganization of the Issuer into BlackRock MuniYield Quality Fund III, Inc. ("MYI") on February 23, 2026 (the "Reorganization") pursuant to which Toronto Dominion Investments LLC ("TDI") exchanged its 777 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of the Issuer (CUSIP No. 09253T705) for an equal number of Variable Rate Demand Preferred Shares ("VRDP Shares") of MYI (CUIP No. 09254E863). The Issuer's principal executive offices are located at 100 Bellevue Parkway, Wilmington, Delaware 19809. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I referenced therein and replacing it with Schedule I 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: "In connection with the Reorganization of the Issuer into MYI, TDI exchanged its 777 VMTP Shares of the Issuer (CUSIP No. 09253T705) for an equal number of VRDP Shares of MYI (CUSIP No. 09254E863). As a result of the Reorganization, the Reporting Persons no longer own any VMTP Shares of the Issuer." | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "As a result of the Reorganization, the Reporting Persons no longer own any VMTP Shares of the Issuer." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D, sections (d) and (e) are hereby amended and restated in its entirety as follows: "(d) Not Applicable. (e) On February 23, 2026, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities." | |
| (d) | Not Applicable. | |
| (e) | On February 23, 2026, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities." | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: "The responses of the Reporting Persons in Item 3 and Item 4 hereof 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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