SEC Form SC 13D/A filed by Nuveen Municipal High Income Opportunity Fund (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
(Name of Issuer)
ADJUSTABLE RATE MUNIFUND TERM PREFERRED SHARES
(Title of Class of Securities)
670682 871, 670682 111
(CUSIP Number)
Deutsche Bank AG\
Taunusanlage 12
Frankfurt Am Main D-60325, Germany
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 9, 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-1(e), 13d-1(f) or 13d-1(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. 670682 871, 670682 111
| 1. |
Names of Reporting Persons
Deutsche Bank AG 13-2944988 | |||||
| 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):
WC | |||||
| 5. | Check Box if Disclosure of Legal Proceedings 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:
2,700 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
2,700 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,700 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11):
75.63% | |||||
| 14. | Type of Reporting Person (See Instructions)
BK | |||||
SCHEDULE 13D
CUSIP No. 670682 871, 670682 111
| 1. |
Names of Reporting Persons
DB Municipal Holdings LLC 82-2633289 | |||||
| 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):
WC | |||||
| 5. | Check Box if Disclosure of Legal Proceedings 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:
2,700 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
2,700 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,700 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11):
75.63% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| Item 1 | Security and Issuer |
This Amendment No. 1 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated April 19, 2021 and filed with the SEC on April 28, 2021 (the “Original Schedule 13D”), for Deutsche Bank AG (“DB AG”) and DB Municipal Holdings LLC (“DBMH”) (collectively, the “Reporting Persons”) with respect to the adjustable rate munifund term preferred shares (“AMTP Shares”) of Nuveen Municipal High Income Opportunity Fund (the “Issuer”).
This Amendment is being filed as a result of the purchase of AMTP Shares described as the Adjustable Rate MuniFund Term Preferred Shares, Series 2032 (the “2032 AMTP Shares”) of the Issuer (CUSIP No. 670682111) in the amount of 1,000 shares purchased by DBMH. In addition to the 2032 AMTP Shares, DBMH holds 1,700 AMTP Shares, Series 2031 (CUSIP No. 670682871).
| 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; and
the address of the principal business office of DBMH is amended and restated as follows: DB Municipal Holdings LLC, 1 Columbus Circle, New York, NY 10019
| 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 Reporting Persons purchased 1,000 Adjustable Rate MuniFund Term Preferred Shares, Series 2032 (CUSIP No. 670682111) from the Issuer (the “Purchase”).
The aggregate amount of funds used by the Reporting Persons for the Purchase was approximately $100,000,000. The source of funds was the working capital of the Reporting Persons.”
| 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:
“DBMH made the Purchase for investment purposes. DBMH acquired the 2032 AMTP Shares (CUSIP No. 670682111) pursuant to a AMTP Purchase Agreement, dated June 9, 2022, between the Issuer and DBMH (the “Purchase Agreement”) on their initial issuance for a purchase price of $100,000,000.
The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.”
| Item 6 | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:
“The voting and consent rights on of the 1,000 2032 AMTP Shares acquired in the Purchase by DBMH will be treated in the same manner as previously described in this Item 6.”
| Item 7 | Material to be Filed as Exhibits |
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 thereto and the insertion of the following exhibits:
| Exhibit | Description of Exhibit | |
| 99.1 | Joint Filing Agreement | |
| 99.4 | AMTP Shares Purchase Agreement, dated June 9, 2022 | |
SIGNATURES
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: June 13, 2022
| DEUTSCHE BANK AG | ||
| By: | /s/ David Ramos | |
| Name: David Ramos | ||
| Title: Assistant Vice President | ||
| By: | /s/ Michael Caro | |
| Name: Michael Caro | ||
| Title: Vice President | ||
| DB MUNICIPAL HOLDINGS LLC | ||
| By: | /s/ Svetlana Segal | |
| Name: Svetlana Segal | ||
| Title: Managing Director | ||
| By: | /s/ John Werba | |
| Name: John Werba | ||
| Title: Director | ||
LIST OF EXHIBITS
| Exhibit | Description of Exhibit | |
| 99.1 | Joint Filing Agreement | |
| 99.4 | AMTP Shares Purchase Agreement, dated June 9, 2022 | |
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and board member of Deutsche Bank AG. The business address of each of the executive officers and directors of Deutsche Bank AG is Taunusanlage 12 Frankfurt Am Main D-60325, Germany.
| Name |
Position with Deutsche Bank AG |
Principal Occupation/Citizenship | ||
| Christian Sewing | Chief Executive Officer | Chief Executive Officer, Management Board Member and responsible for Corporate Bank and Investment Bank German | ||
| Karl von Rohr | President | President, Management Board Member, responsible for Private Bank and Asset Management, responsible for Germany and Europe, Middle East and Africa German | ||
| Fabrizio Campelli | Head of Corporate Bank and Investment Bank | Head of Corporate Bank and Investment Bank, Management Board Member and responsible for Human Resources United Kingdom, Italian | ||
| Bernd Leukert | Chief Technology, Data and Innovation Officer | Chief Technology, Data and Innovation Office, Management Board Member and responsible for Technology, Data and Innovation German | ||
| Olivier Vigneron | Chief Risk Officer | Chief Risk Officer, Management Board Member France | ||
| James von Moltke | President and Chief Financial Officer | Chief Financial Officer, Management Board Member Australian, German | ||
| Alexander von zur Mühlen | Chief Executive Officer Asia Pacific | Chief Executive Officer for the Asia Pacific region and Management Board Member German | ||
| Rebecca Short | Chief Transformation Officer | Chief Transformation Officer, Management Board Member United Kingdom, New Zealand | ||
| Stefan Simon | Chief Administrative Officer | Chief Administrative Officer, Management Board Member and responsible for Government and Regulatory Affairs and Legal and Governance. German | ||
| Alexander Wynaendts | Chairman of the Supervisory Board | Chairman of the Supervisory Board of Deutsche Bank AG Dutch | ||
| Detlef Polaschek | Deputy Chairman of the Supervisory Board | Deputy Chairman of the Supervisory Board of Deutsche Bank AG and Member of the General Staff Council of Deutsche Bank German | ||
| Ludwig Blomeyer-Bartenstein | Spokesperson of the Management | Spokesperson of the Management and Head of the Market Region Bremen of Deutsche Bank AG German | ||
| Mayree Clark | Supervisory Board Member | Founder and Managing Partner of Eachwin Capital American | ||
| Jan Duscheck | Supervisory Board Member | Head of national working group Banking, trade union ver.di German | ||
| Manja Eifert | Supervisory Board Member | Chairperson of the Staff Council, Deutsche Bank AG, Berlin German | ||
| Sigmar Gabriel | Supervisory Board Member | Former German Federal Government Minister German | ||
| Timo Heider | Supervisory Board Member | Chairman of the General Staff Council of BHW Bausparkasse AG/Postbank Finanzberatung AG, Chairman of the General Staff Council of PCC Services GmbH der Deutschen Bank, Chairman of the Staff Council of BHW Bausparkasse AG, PCC Services GmbH der Deutschen Bank, Postbank Finanzberatung AG and BHW Holding GmbH, and Deputy Chairman of the Group Staff Council of Deutsche Bank AG German | ||
| Martina Klee | Supervisory Board Member | Deputy Chairperson of the Staff Council PWCC Center Frankfurt of Deutsche Bank German | ||
| Gabriele Platscher | Supervisory Board Member | Chairperson of the Staff Council Niedersachsen Ost of Deutsche Bank German | ||
| Bernd Rose | Supervisory Board Member | Chairman of the General Staff Council of Postbank Filialvertrieb AG, Member of the Group Staff Council of Deutsche Bank, Member of the European Staff Council of Deutsche Bank German | ||
| Yngve Slyngstad | Supervisory Board Member | Chief Executive Officer, Aker Asset Management AS | ||
| John Alexander Thain | Supervisory Board Member | Former Chairman and Chief Executive Officer, CIT Group Inc. American | ||
| Michele Trogni | Supervisory Board Member | Operating Partner of Eldridge Industries LLC United Kingdom | ||
| Dr. Dagmar Valcárcel | Supervisory Board Member | Supervisory Board Member, Former Chair of the Management Board, Andbank Asset Management Luxembourg S.A., Luxembourg German, Spanish | ||
| Stefan Viertel | Supervisory Board Member | Head of Institutional Cash Sales & Client Management (& ACO) Hungary, Deutsche Bank AG, Member of the General Staff Council, Staff Council Representative of the Corporate Bank and Investment Bank, Deutsche Bank AG German | ||
| Dr. Theodor Weimer | Supervisory Board Member | CEO, Deutsche Börse AG German | ||
| Frank Werneke | Supervisory Board Member | Chairman of the trade union ver.di, Berlin German | ||
| Prof. Dr. Norbert Winkeljohann | Supervisory Board Member | Self-employed corporate consultant, Norbert Winkeljohann Advisory & Investments German | ||
| Frank Witter | Supervisory Board Member | Supervisory Board Member German | ||
The following sets forth the name and present principal occupation of each executive officer and director of Deutsche Bank Securities Inc. (“DBSI”), DBSI being the majority member of DBMH. The business address of each of the executive officers and directors of DBSI is 60 Wall Street New York, NY 10005 United States.
| Name |
Position with Deutsche Bank Securities Inc. |
Principal Occupation/Citizenship | ||
| James Davies | Chief Executive Officer, President, Director | Chief Executive Officer, President and Member of Board of Directors of Deutsche Bank Securities Inc. United Kingdom, Australian | ||
| Anthony Stucchio | Chief Operations Officer, Director | Chief Operations Officer and Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| Tiberio Massaro | Chief Financial Officer, Director | Chief Financial Officer and Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| Wade Bicknell | Chief Security Officer, Chief Information Security Officer | Chief Security Officer, Chief Information Security Officer of Deutsche Bank Securities Inc. American | ||
| Peter Berardi | Chief Credit Officer | Chief Credit Officer of Deutsche Bank Securities Inc. American | ||
| Charles Green, Jr. | Chief Market Risk Officer, Chief Risk Officer, Director | Chief Market Risk Officer, Chief Risk Officer, and Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| James Mellstrom | Chief Administrative Officer | Chief Administrative Officer and Director of Deutsche Bank Securities Inc. American | ||
| Jonathan Banks | Chief Compliance Officer | Chief Compliance Officer and Managing Director of Deutsche Bank Securities Inc. American | ||
| Jason Monteiro | Chief Compliance Officer - Registered Investment Adviser | Chief Compliance Officer - Registered Investment Adviser of Deutsche Bank Securities Inc. American | ||
| Michael Koplowitz | Chief Compliance Officer - Futures Commission Merchant | Chief Compliance Officer - Futures Commission Merchant of Deutsche Bank Securities Inc. American | ||
| Robert Barisciano | Assistant Secretary, Vice President | Assistant Secretary, Vice President of Deutsche Bank Securities Inc. American | ||
| Kristian Beyer | Deputy Chief Market Risk Officer, Director | Deputy Chief Market Risk Officer, Director of Deutsche Bank Securities Inc. American | ||
| Patricia Carroll | Company Secretary, Vice President | Company Secretary, Vice President of Deutsche Bank Securities Inc. American | ||
| Taylor Chapman-Kennedy | Assistant Secretary, Vice President | Assistant Secretary, Vice President of Deutsche Bank Securities Inc. American | ||
| Yaelle Cregut Layani | Anti-Money Laundering Officer, Director | Anti-Money Laundering Officer, Director of Deutsche Bank Securities Inc. American | ||
| Joseph Silverberg | Treasurer | Managing Director of Deutsche Bank Securities Inc. American | ||
| Jason Rogers | Director | Managing Director of Deutsche Bank Securities Inc. American | ||
SCHEDULE II
LITIGATION SCHEDULE
Deutsche Bank AG and Deutsche Bank Securities, Inc. (the majority Member of DB Municipal Holdings LLC) have been involved in a number of proceedings 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 (i) the Deutsche Bank Securities, Inc. Form BD, (ii) Deutsche Bank AG’s annual reports on Form 20-F and periodic reports on Form 6-K filed with the SEC, and (iii) in other regulatory reports, which descriptions are hereby incorporated by reference.