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    Amendment: SEC Form SC 13D/A filed by BlackRock Municipal Income Fund Inc.

    10/1/24 6:45:00 PM ET
    $MUI
    Investment Bankers/Brokers/Service
    Finance
    Get the next $MUI alert in real time by email
    SC 13D/A 1 ef20036538_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. 03)*

    BLACKROCK MUNICIPAL INCOME FUND, INC.
    (Name of issuer)
     
    VARIABLE RATE DEMAND PREFERRED SHARES
    (Title of Class of Securities)
     
    09262J201
    (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)
     
    September 27, 2024
    (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. 09262J201
     
    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
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    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)
     
     
    0%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    HC
     
     
     
     


    SCHEDULE 13D
    CUSIP No. 09262J201
     
    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
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    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)
     
     
    0%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     


    Item 1.
    Security and Issuer

    This Amendment No. 3 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated April 7, 2022 and filed with the SEC on April 8, 2022 (as amended to the date hereof, the "Original Schedule 13D"), of Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate demand preferred shares ("VRDP Shares") of BlackRock Municipal Income Fund, Inc. (the "Issuer").

    This Amendment is being filed to report a change in the Reporting Person’s ownership percentage of the Issuer as a result of the redemption of 1,854 VRDP (CUSIP No. 09262J201) Shares on September 27, 2024, as described in the Notice of Intention to Redeem Securities, N-23C-2, filed by BlackRock Municipal Income Fund, Inc. with the SEC on August 28, 2024.

    The Reporting Persons are currently analyzing their additional trading activity in securities of the Issuer and expect to file another Schedule 13D amendment as promptly as reasonably practicable once that analysis is complete.

    Item 2.
    Identity and Background

    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.
    Source and Amount of Funds or Other Consideration

    Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
    "The 1,854 VRDP (CUSIP No. 09262J201) Shares held by BAPFC were redeemed (the “Transaction”) for a redemption price of the liquidation preference and accumulated but unpaid dividends and as a result of the redemption, the Reporting Persons no longer own any.”

    Item 4
    Purpose of the Transaction

    Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
    "As a result of the Transaction, the Reporting Persons no longer own any VMTP (CUSIP No. 09262J201) Shares of the Issuer."

    Item 5.
    Interest in Securities of the Issuer

    Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D are hereby amended and restated in their entirety by incorporating by reference the cover pages of this Amendment.

    Paragraph (d) and (e) of Item 5 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
    “(d) Not applicable
    (e) On September 27, 2024, as a result of the Transaction, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."

    Item 7.
    Material to be Filed as Exhibits

    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:

    "Exhibit
    Description of Exhibit
       
    99.1
    Joint Filing Agreement
       
    99.2
    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: October 1, 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
         
    Catherine P. Bessant
    Vice Chair, Global Strategy
    Vice Chair, Global Strategy 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


    Page 2 of 3
    Alastair Borthwick
    Chief Financial Officer
    Chief Financial Officer of Bank of America Corporation
         
    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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