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    SEC Form SC 13D/A filed by Blackrock MuniYield Pennsylvania Quality Fund (Amendment)

    2/20/24 9:17:00 AM ET
    $MPA
    Finance Companies
    Finance
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    SC 13D/A 1 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13D/A

    Under the Securities Exchange Act of 1934

    (Amendment No. 8)*

     

    BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND

    (Name of Issuer)

     

    Common Shares, $0.10 par value

    (Title of Class of Securities)

     

    09255G107

    (CUSIP Number)

    Saba Capital Management, L.P.

    405 Lexington Avenue

    58th Floor

    New York, NY 10174

    Attention: Michael D'Angelo

    (212) 542-4635
    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)

    February 16, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

    (Page 1 of 8 Pages)

    ______________________________

    * 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 on 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).


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 2 of 8 Pages

    1
    NAME OF REPORTING PERSON
    Saba Capital Management, L.P.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
      (b) ☐
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS
    OO (see Item 3)
    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
    2,019,493
    9
    SOLE DISPOSITIVE POWER
    -0-
    10
    SHARED DISPOSITIVE POWER
    2,019,493
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
    2,019,493
    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     
    ☐
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    15.50%
    14
    TYPE OF REPORTING PERSON
    PN; IA

    The percentages used herein are calculated based upon 13,024,822 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 3 of 8 Pages

    1
    NAME OF REPORTING PERSON
    Boaz R. Weinstein
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
      (b) ☐
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS
    OO (see Item 3)
    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
     
    ☐
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7
    SOLE VOTING POWER
    -0-
    8
    SHARED VOTING POWER
    2,019,493
    9
    SOLE DISPOSITIVE POWER
    -0-
    10
    SHARED DISPOSITIVE POWER
    2,019,493
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
    2,019,493
    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     
    ☐
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    15.50%
    14
    TYPE OF REPORTING PERSON
    IN

    The percentages used herein are calculated based upon 13,024,822 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 4 of 8 Pages

    1
    NAME OF REPORTING PERSON
    Saba Capital Management GP, LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
      (b) ☐
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS
    OO (see Item 3)
    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
    2,019,493
    9
    SOLE DISPOSITIVE POWER
    -0-
    10
    SHARED DISPOSITIVE POWER
    2,019,493
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
    2,019,493
    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     
    ☐
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    15.50%
    14
    TYPE OF REPORTING PERSON
    OO

    The percentages used herein are calculated based upon 13,024,822 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 5 of 8 Pages

    Item 1. SECURITY AND ISSUER
       
      This Amendment No. 8 amends and supplements the statement on Schedule 13D filed with the SEC on 1/30/23, as Amended by Amendment No. 1 filed 5/15/23, Amendment No 2 filed 5/24/23, Amendment No. 3 filed 6/8/23, Amendment No. 4 filed 8/30/23, Amendment No. 5 filed 9/28/23, Amendment No. 6 filed 10/25/23 and Amendment No. 7 filed 12/18/23; with respect to the common shares of BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND. This Amendment No. 8 amends Items 3, 4, 5 and 7, as set forth below.

    Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
       
      Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $22,623,189 was paid to acquire the Common Shares reported herein.

    Item 4. PURPOSE OF TRANSACTION
       
     
     
     
     
     
     
     
     
     
     
     
     
     
    Item 4 is hereby amended and supplemented as follows:
     
    On February 16, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate two independent director candidates - Ilya Gurevich, Shavar Jeffries, Jennifer Raab, David Littlewood, David Locala, Athanassios Diplas and Alex Vindman (the "Nominees") - for election to the Board at the Issuer's 2024 annual meeting of shareholders (the "Annual Meeting").
     
    Each of the Nominees has entered into a nomination agreement (collectively, the "Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D/A, whereby such Nominees agreed to become members of a slate of nominees and stand for election as directors of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting, and Saba Capital agreed to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by such Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.       


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 6 of 8 Pages

    Item 5. INTEREST IN SECURITIES OF THE ISSUER
       
    (a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 13,024,822 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23
       
    (b) See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
       
    (c) The transactions in the Common Shares effected by the Reporting Persons in the past sixty days, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference
       
    (d) The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.
       
    (e) Not applicable.

    Item 7. MATERIAL TO BE FILED AS EXHIBITS
       
    Exhibit 2: Form of Nominee Agreement


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 7 of 8 Pages

    SIGNATURES

    After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Date:  February 20, 2024

      SABA CAPITAL MANAGEMENT, L.P.


    By:  /s/ Michael D'Angelo
      Name: Michael D'Angelo
    Title: Chief Compliance Officer
       
       
      SABA CAPITAL MANAGEMENT GP, LLC


    By:  /s/ Michael D'Angelo
    Name: Michael D'Angelo
    Title: Authorized Signatory
       
       
      BOAZ R. WEINSTEIN


    By:  /s/ Michael D'Angelo
      Name: Michael D'Angelo
      Title: Attorney-in-fact*




    * Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823
     


    CUSIP No.  09255G107 SCHEDULE 13D/A Page 8 of 8 Pages

    Schedule A

    This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital in the past sixty days. All transactions were effectuated in the open market through a broker.

    Trade Date Buy/Sell Shares Price
    12/27/2023 Buy 2,245 11.57
    12/28/2023 Buy 2,064 11.57
    12/29/2023 Buy 4 11.64
    1/10/2024 Buy 20,581 11.67
    1/17/2024 Buy 52,685 11.50
    1/18/2024 Buy 12,594 11.49
    1/23/2024 Buy 3,817 11.61
    1/24/2024 Buy 2,792 11.67
    1/25/2024 Buy 8,790 11.71
    2/8/2024 Buy 845 11.99
    2/16/2024 Buy 17,455 11.88


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