Filing Details

---

SCHEDULE 13D

 

CUSIP No. 72203E400, 72203E509, 72203E707

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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000
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)
	57.14%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

SCHEDULE 13D

CUSIP No. 72203E400, 72203E509, 72203E707

This Amendment No. 3 (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”), 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 December 6, 2021 (the “Amended and Restated Purchase Agreement”), amending and restating that certain VMTP Purchase Agreement dated as of June 17, 2019 (the “Original Purchase Agreement”) and (ii) the entry into the Amended and Restated Registration Rights Agreement by and between the Issuer and BAPFC, dated December 6, 2021, amending and restating that certain Registration Rights Agreement dated as of June 17, 2019, each with respect to the RVMTP Shares described as the Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2051-A (the “2051-A RVMTP Shares”) of the Issuer (CUSIP No. 72203E400) in the amount of 500 shares purchased by BAPFC.   In addition to such 2051-A RVMTP Shares, BAPFC holds 250 2049-A RVMTP Shares (CUSIP No. 72203E509) and 250 2050-A RVMTP Shares  (CUSIP No. 72203E707).

 

 

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  variable rate munifund term preferred shares of the Issuer, Series 2022 purchased pursuant to the Original Purchase Agreement, were redesignated by the Fund as 2051-A RVMTP Shares, and, concurrently, BAPFC purchased an additional 250 2051-A RVMTP Shares (CUSIP No. 72203E400) from the Issuer (the “Series 2051-A Purchase”).

 

The aggregate amount of funds used by the Reporting Persons for the Series 2051-A Purchase was approximately $25,000,000. The source of funds was the working capital of the Reporting Persons.”

 

 

Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

 

“BAPFC made the Series 2051-A Purchase for investment purposes.  BAPFC acquired the 250 additional 2051-A RVMTP Shares (CUSIP No. 72203E400) pursuant to an Amended and Restated RVMTP Purchase Agreement, dated December 6, 2021, between the Issuer, BAPFC, and BofA Securities, Inc., as DTC Agent, on their initial issuance for a purchase price of $25,000,000.

 

The Reporting Persons have not acquired the subject securities 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 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 additional 250 2051-A RVMTP Shares acquired in the Series 2051-A Purchase by BAPFC 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:  December 8, 2021

 

	BANK OF AMERICA CORPORATION
	By:	/s/ Michael Jentis
	Name:	Michael Jentis
	Title:	Attorney-in-fact
	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.

1 Mr. de Weck is a citizen of Switzerland.

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.