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Sec Form 4 Filing - CITIGROUP INC @ Nuveen Enhanced Municipal Credit Opportunities Fund - 2016-06-01

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
CITIGROUP INC
2. Issuer Name and Ticker or Trading Symbol
Nuveen Enhanced Municipal Credit Opportunities Fund [ NZF]
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)
388 GREENWICH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2016
(Street)
NEW YORK, NY10013
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Series 2017 Variable Rate MuniFund Term Preferred Shares 06/01/2016 J( 1 ) 810 D $ 100,000 0 I By Subsidiary ( 2 )
Series 2019 Variable Rate MuniFund Term Preferred Shares 06/01/2016 J( 3 ) 3,360 A $ 100,000 3,360 I By Subsidiary ( 2 )
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 of (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
CITIGROUP INC
388 GREENWICH STREET
NEW YORK, NY10013
X
Signatures
Citigroup Inc., By: /s/ Ronny Ostrow, Assistant Secretary 06/03/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 1, 2016 NZF (the "Fund") issued 810 Variable Rate MuniFund Term Preferred Shares Series 2019 ("Series 2019 VMTP Shares") to Citibank, N.A. in exchange for 810 of the Fund's Variable Rate MuniFund Term Preferred Shares Series 2017 ("Series 2017 VMTP Shares") held by Citibank, N.A. which represent all of the Fund's outstanding Series 2017 VMTP Shares (the "Exchange").
( 2 )These Shares are beneficially owned by Citibank, N.A. ("Citibank"). Citicorp is the sole stockholder of Citibank. Citigroup Inc. is the sole stockholder of Citicorp.
( 3 )In addition to the 810 Series 2019 VMTP Shares that were issued to Citibank N.A. in the Exchange, the Fund also issued 2,550 Series 2019 VMTP Shares to Citibank, N.A. for cash (the "Sale") giving Citi a total of 3,360 Series 2019 VMTP shares with a liquidation preference of $100,000 per share.

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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