Sec Form 4 Filing - BANK OF AMERICA CORP /DE/ @ ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND - 2019-08-28

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.

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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 *
BANK OF AMERICA CORP /DE/
2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND [ AFB]
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)
BANK OF AMERICA CORPORATE CENTER, 100 NORTH TRYON ST
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2019
(Street)
CHARLOTTE, NC28255
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
Variable Rate MuniFund Term Preferred Shares 08/28/2019 J( 1 )( 2 ) 5,644 D ( 1 ) 0 I By Subsidiary ( 2 ) ( 3 )
Variable Rate MuniFund Term Preferred Shares 08/28/2019 J( 1 )( 2 ) 5,754 A ( 1 ) 9,285 I By Subsidiary ( 2 ) ( 3 )
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
BANK OF AMERICA CORP /DE/
BANK OF AMERICA CORPORATE CENTER
100 NORTH TRYON ST
CHARLOTTE, NC28255
X
Banc of America Preferred Funding Corp
214 NORTH TRYON STREET
CHARLOTTE, NC28255
X
Signatures
/s/ Ally Pecarro (Bank of America Corporation) 08/30/2019
** Signature of Reporting Person Date
/s/ Michael Jentis (Banc of America Preferred Funding Corporation) 08/30/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 5,754 variable rate munifund term preferred shares (the "VMTP Shares") reported as acquired in Table I represent VMTP Shares (Series 2019) beneficially owned by Banc of America Preferred Funding Corporation ("PFC") (CUSIP No. 01864U601). The VMTP Shares (Series 2019) were acquired from the Issuer at a purchase price of $25,000 per share. The 5,644 VMTP Shares (Series 2015) reported as disposed of in Table I represent VMTP Shares (Series 2015) that were beneficially owned by PFC (CUSIP No. 01864U403). The VMTP Shares (Series 2015) were disposed of as a result of a redemption by the Issuer for a redemption price of $25,050.22082 per share (which includes a liquidation preference of $25,000 per share and accrued dividends of $50.22082 per share). PFC also owns 3,531 VMTP Shares (Series 2018) previously acquired and reported on prior to the date of this filing (CUSIP No. 01864U502). PFC is a wholly owned subsidiary of Bank of America Corporation.
( 2 )This statement is jointly filed by Bank of America Corporation and PFC. Bank of America Corporation holds an indirect interest in the securities listed in Table I by virtue of its indirect ownership of its subsidiary PFC.
( 3 )Each reporting person declares 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 US Securities Exchange Act of 1934 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 Issuer.

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).

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