SEC Form SC 13D filed by Nuveen Pennsylvania Quality Municipal Income Fund

CUSIP No. 670972108

1

NAME OF REPORTING PERSON

Sit Investment Associates, Inc.

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)   ☐

(b)   ☒ 

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

   00

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Incorporated in Minnesota

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

8

SHARED VOTING POWER 

2,303,255 Shares

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

2,303,255 Shares 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,303,255 Shares

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)

6.19%

14

IA

CUSIP No. 670972108

1

NAME OF REPORTING PERSON

Sit Fixed Income Advisors II, LLC

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)   ☐

(b)   ☒ 

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

   00

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Organized in Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

8

SHARED VOTING POWER 

2,303,255 Shares

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

2,303,255 Shares 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,303,255 Shares

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)

6.19%

14

IA

Attn: Legal Department

Nuveen Investments

333 West Wacker Drive

Sit Investment Associates, Inc., a Minnesota corporation (SIA), and Sit Fixed Income Advisors II, LLC, a Delaware limited liability company (SFI).

Both SIA and SFI are parties to a Joint Filing Agreement as further described in Exhibit B.

SIA is a registered investment adviser.

SFI is a registered investment adviser and subsidiary of SIA.

SIA or SFI serves as investment adviser on behalf of its clients pursuant to investment management agreements with each of its clients which give SIA or SFI full discretionary authority to direct the investments of its client in accordance with the investment objectives and restrictions of the client. The investment management agreements also provide that SIA or SFI has assumed the responsibility to vote on behalf of its clients all shares held by its clients in accounts managed by SIA or SFI.

Mr. Roger J. Sit is chairman and CEO of SIA and SFI.

Mr. Ronald D. Sit is a vice president of SIA and director.

By virtue of these positions, each of SIA, SFI, Mr. Roger Sit, and Mr. Ronald Sit may be deemed to beneficially own the Shares held by SIA and SFI. None of the named individuals own shares directly. Together SIA, SFI, Mr. Roger Sit, and Mr. Ronald Sit are the “Sit Entities”.

During the last five years, none of the Sit Entities have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Sit Entities have acquired the Issuer’s Shares for investment purposes, and such purchases have been made in the ordinary course of business. The Issuer’s Shares have been acquired on behalf of SIA’s and SFI’s clients.

In pursuing such investment purposes, the Sit Entities purchased the Shares based on the Sit Entities’ belief that the Shares represented an attractive investment opportunity, and the Sit Entities may further purchase, hold, vote, trade, sell or otherwise deal in the Shares at the time, and in such manner, as they deem advisable to benefit from, among many things, changes in market prices of such Shares, the market prices of such Shares relative to the value of the Issuer’s assets, changes in the Issuer’s investment strategy, and composition of the Issuer’s portfolio.

The Sit Entities intend to review their investment in the Issuer’s Shares on a continuing basis and may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including

engaging in discussions with management, the Board of Directors and shareholders concerning, among other things, the Issuer’s performance, the market prices of the Issuer’s Shares relative to the value of the Issuer’s assets, the distribution rate, the Issuer’s capitalization, the Issuer’s investment strategy and the Issuer’s portfolio holdings. The Sit Entities may make binding and non-binding shareholder proposals, or may nominate one or more individuals as nominees for election to the Board.

As of the date hereof, the Sit Entities may be deemed to be the beneficial owner of 2,303,255 Shares held in client accounts which represent 6.19% of the Issuer’s outstanding Shares.