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

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).

 

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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

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 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 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 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:

 

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

 

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.

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1 Mr. de Weck is a citizen of Switzerland.

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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.

 

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.