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    Amendment: SEC Form SC 13D/A filed by Bank of America Corporation

    12/13/24 4:29:10 PM ET
    $BAC
    Major Banks
    Finance
    Get the next $BAC alert in real time by email
    SC 13D/A 1 ef20039809_sc13da.htm SC 13D/A

    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
    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)

    November 3, 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-l(e), 13d-l(f) or 13d-l(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).



    SCHEDULE 13D

    CUSIP No. 72203E400, 72203E509, 72203E871

    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
     
     
    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)
     
     
    50%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    HC
     
     
     
     


    SCHEDULE 13D

    CUSIP No. 72203E400, 72203E509, 72203E871

    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)
     
     
    50%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     


    Item 1
    Security and Issuer
     
    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 (as amended to the date hereof, the “Original Schedule 13D”), for Bank of America Corporation (“BAC”) and Banc of America Preferred Funding Corporation (“BAPFC”) (collectively, the “Reporting Persons”) with respect to the variable rate munifund term preferred shares (“VMTP Shares”) of PIMCO Flexible Municipal Income Fund (the “Issuer”).
     
    This Amendment is being filed solely to report a change of the percent of class beneficially owned by the Reporting Persons due to the outstanding shares of the preferred class of the Issuer increasing to 4,000 shares as reported by the Issuer in form 424B3, filed with the SEC on November 3, 2022.
     
    Item 2
    Identity and Background

    Item 2 of the Original Schedule 13D, as amended, 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 5
    Interest in Securities of the Issuer

    Paragraphs (a)-(c) of item 5 of the Original Schedule 13D, as amended, is hereby amended and restated to read as follows:

    (a)
    The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment 9 are incorporated herein by reference.
    (b)
    The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment 9 are incorporated herein by reference.
    (c)
    None

    Item 7
    Material to be Filed as Exhibits
     
    Item 7 of the Original Schedule 13D, as amended, is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits:

    "Exhibit
    Description of Exhibit


    99.1
    Joint Filing Agreement
       
    99.2
    Limited Power of Attorney


    SIGNATURE
    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 13, 2024.
     
       
     
    BANK OF AMERICA CORPORATION
       
     
    By:
    /s/ Andres Ortiz
       
    Name: Andres Ortiz
       
    Title: Authorized Signatory
         
     
    BANC OF AMERICA PREFERRED FUNDING CORPORATION
       
     
    By:
    /s/ Andres Ortiz
       
    Name: Andres Ortiz
       
    Title: Authorized Signatory


    Page 1 of 3
    SCHEDULE I

    EXECUTIVE OFFICERS AND DIRECTORS OF
    REPORTING PERSONS

    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.

    Name
     
    Position with Bank of
    America Corporation
     
    Principal Occupation
    Brian T. Moynihan
     
    Chairman of the Board, Chief Executive Officer and Director
     
    Chairman of the Board and Chief Executive Officer of Bank of America Corporation
    Paul M. Donofrio
     
    Vice Chair
     
    Vice Chair of Bank of America Corporation
    Thong M. Nguyen
     
    Vice Chair, Head of Global Strategy & Enterprise Platforms
     
    Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
    Bruce R. Thompson
     
    Vice Chair, Head of Enterprise Credit
     
    Vice Chair, Head of Enterprise Credit of Bank of America Corporation
    Dean C. Athanasia
     
    President, Regional Banking
     
    President, Regional Banking of Bank of America Corporation
    James P. DeMare
     
    President, Global Markets
     
    President, Global Markets of Bank of America Corporation
    Kathleen A. Knox
     
    President, The Private Bank
     
    President, The Private Bank of Bank of America Corporation
    Matthew M. Koder
     
    President, Global Corporate and Investment Banking
     
    President, Global Corporate and Investment Banking of Bank of America Corporation
    Bernard A. Mensah
     
    President, International; CEO, Merrill Lynch International
     
    President, International of Bank of America Corporation and CEO, Merrill Lynch International
    Lindsay DeNardo Hans
     
    President, Co-Head Merrill Wealth Management
     
    President, Co-Head Merrill Wealth Management of Bank of America Corporation
    Eric Schimpf
     
    President, Co-Head Merrill Wealth Management
     
    President, Co-Head Merrill Wealth Management of Bank of America Corporation
    Aditya Bhasin
     
    Chief Technology and Information Officer
     
    Chief Technology and Information Officer of Bank of America Corporation
    D. Steve Boland
     
    Chief Administrative Officer
     
    Chief Administrative Officer of Bank of America Corporation
    Alastair Borthwick
     
    Chief Financial Officer
     
    Chief Financial Officer of Bank of America Corporation


    Page 2 of 3
    Sheri Bronstein
     
    Chief Human Resources Officer
     
    Chief Human Resources Officer of Bank of America Corporation
    Geoffrey Greener
     
    Chief Risk Officer
     
    Chief Risk Officer of Bank of America Corporation
    Thomas M. Scrivener
     
    Chief Operations Executive
     
    Chief Operations Executive of Bank of America Corporation
    Lauren A. Mogensen
     
    Global General Counsel
     
    Global General Counsel of Bank of America Corporation
    Lionel L. Nowell, III
     
    Lead Independent Director
     
    Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
    Sharon L. Allen
     
    Director
     
    Former Chairman, Deloitte LLP
    Jose E. Almeida
     
    Director
     
    Chairman, President and Chief Executive Officer of Baxter International Inc.
    Pierre J.P. de Weck1
     
    Director
     
    Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
    Arnold W. Donald
     
    Director
     
    Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
    Linda P. Hudson
     
    Director
     
    Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
    Monica C. Lozano
     
    Director
     
    Lead Independent Director, Target Corporation; Former Chief Executive Officer, Former College Futures Foundation and Former Chairman, US Hispanic Media Inc.
    Denise L. Ramos
     
    Director
     
    Former Chief Executive Officer and President of ITT Inc.
    Clayton S. Rose
     
    Director
     
    Baker Foundation Professor of Management Practice at Harvard Business School
    Michael D. White
     
    Director
     
    Former Chairman, President, and Chief Executive Officer of DIRECTV
    Thomas D. Woods2
     
    Director
     
    Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
    Maria T. Zuber
     
    Director
     
    Vice President for Research and E.A., Griswold Professor of Geophysics, MIT



    1 Mr. de Weck is a citizen of Switzerland.
    2 Mr. Woods is a citizen of Canada.


    Page 3 of 3
    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.

    Name
    Position with Banc of
    America Preferred Funding
    Corporation
    Principal Occupation
    John J. Lawlor
    Director and President
    Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
    James Duffy
    Managing Director
    Director; MBAM BFO, The CFO Group
    of Bank of America, National Association
    Michael I. Jentis
    Managing Director
    Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
    Mona Payton
    Managing Director
    Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
    Edward J. Sisk
    Director and Managing Director
    Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
    John B. Sprung
    Director
    Corporate Director
    David A. Stephens
    Director and Managing Director
    Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association


    SCHEDULE II
     
    LITIGATION SCHEDULE
     
    Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. ("BofA Securities," successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., 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 BofA Securities Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.



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