Statement of Changes in Beneficial Ownership (4)
12 Maio 2023 - 5:59PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Soccio Phillip |
2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.
[
MUE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Portfolio Manager |
(Last)
(First)
(Middle)
50 HUDSON YARDS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/12/2021 |
(Street)
NEW YORK, NY 10001 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Phantom Shares | (1)(2)(3) | 4/12/2021 | | J (4) | | 885.71 (2)(3)(4) | | (1)(2)(3) | (1)(2)(3) | Common Stock | 885.71 (2)(3)(4) | (4) | 885.71 | D | |
Explanation of Responses: |
(1) | A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash. |
(2) | Phantom shares vest in equal installments on each of the first three anniversaries of the award. As previously reported on Form 4s dated February 4, 2019 and February 4, 2020, Phillip Soccio was previously granted 412.21 phantom shares and 940.1862 phantom shares, respectively, of BlackRock MuniYield Investment Quality Fund ("MFT") on January 31, 2019 and January 31, 2020, respectively, payable in cash upon vesting. As of April 9, 2021, Mr. Soccio held 816.874 phantom shares of MFT, which were comprised of 153.639 phantom shares granted on January 31, 2019 (with one annual vesting installment remaining), as reported on the Form 4 dated February 4, 2019, and 663.235 phantom shares granted on January 31, 2020 (with two annual vesting installments remaining), as reported on the Form 4 dated February 4, 2020. |
(3) | (continued from footnote 2) The annual vesting schedule applicable to each portion of Mr. Soccio's MFT phantom shares was preserved with respect to the phantom shares of MUE (as defined below) that Mr. Soccio received in the Reorganization (as detailed below). |
(4) | Effective as of April 12, 2021, MFT was reorganized into BlackRock Municipal Income Trust II. In the Reorganization, Mr. Soccio received phantom shares of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE") having a value equal to the aggregate market price of the MFT common shares he held as of the close of business on April 9, 2021, calculated using a conversion ratio equal to the market price per common share of MFT relative to the market price per common share of MUE as of the close of business on April 9, 2021. As of April 9, 2021, MFT reported a market price per common share of $14.54 and MUE reported a market price per common share of $13.41. The conversion ratio for MFT's phantom shares was 1.08427. In the Reorganization, Mr. Soccio received 885.71 phantom shares of MUE in exchange for his 816.874 phantom shares of MFT. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Soccio Phillip 50 HUDSON YARDS NEW YORK, NY 10001 |
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| Portfolio Manager |
Signatures
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/s/ Gladys Chang as Attorney-in-Fact | | 5/12/2023 |
**Signature of Reporting Person | Date |
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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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