SEC Form SC 13D/A filed by Nuveen New York AMT-Free Quality Municipal Income Fund (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Nuveen New York AMT-Free Quality Municipal Income Fund
(Name of Issuer)
Common Shares
(Title of Class of Securities)
670656107
(CUSIP Number)
Daniel
L. Lippincott, President and Chief Investment Officer
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford,
New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
BakerHostetler
45 Rockfeller Plaza
New York, New York 10111
(212) 589-4233
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
__________
* 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. 670656107
13D
Page
2 of 10 Pages
| 1. | NAME OF REPORTING PERSON
Karpus Management Inc. d/b/a Karpus Investment Management
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
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
NEW YORK
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
20,464,355.03 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
20,809,355.03 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,809,355.03 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.85%
|
|||
14. |
TYPE OF REPORTING PERSON
IA
|
CUSIP
No. 670656107
13D
Page
3 of 10 Pages
| 1. | NAME OF REPORTING PERSON
Karpus Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
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
NEW YORK
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
84,450 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
84,450 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,450 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|||
14. |
TYPE OF REPORTING PERSON
OO
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CUSIP
No. 670656107
13D
Page
4 of 10 Pages
| 1. | NAME OF REPORTING PERSON
STEVEN C. WEITZ
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 670656107
13D
Page
5 of 10 Pages
| 1. | NAME OF REPORTING PERSON
TAYLOR GETTINGER
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 670656107
13D
Page
6 of 10 Pages
| 1. | NAME OF REPORTING PERSON
MAT SMALL
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 67065610713D
Page
7 of 10 Pages
EXPLANATORY NOTE
This Amendment No. 6 (“Amendment”) amends and supplements the statement on Schedule 13D filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), on November 7, 2023, as amended by Amendment No. 1 filed on December 26, 2023, by Amendment No. 2 filed on January 8, 2024, by Amendment No. 3 filed on March 1, 2024, by Amendment No. 4 filed April 22, 2024 and by Amendment No. 5 filed on May 31, 2024 (collectively, the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of Nuveen New York AMT-Free Quality Municipal Income Fund ("Shares"), a Massachusetts corporation (the “Issuer”). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.
Karpus is filing this Amendment in order to correct a typographical error in the letter Karpus delivered to the Issuer’s board of trustees on May 30, 2024, previously filed as an exhibit to Amendment No. 5 to this Schedule 13D. The corrected letter is filed herewith. In connection with making the correction, Karpus has updated its share ownership position through the close of business on May 31, 2024.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to read as follows:
Karpus an independent registered investment advisor, has accumulated 20,809,355.03 Shares on behalf of accounts managed by Karpus (the “Accounts”) under limited powers of attorney. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
The aggregate purchase price of the 20,809,355.03 Shares beneficially owned by Karpus is approximately $224,258,535.09, excluding brokerage commissions. The Shares purchased by Karpus with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted herein.
The aggregate purchase price of the 84,450 Shares held by Karpus Fund is approximately $847,568.40, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(A)-(C) are hereby amended to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 87,235,304 Shares outstanding, which is the total number of Shares outstanding as of May 3, 2024 on Form N-CSR filed by the Issuer for the for the reporting period ended February 29, 2024.
| A. | Karpus |
(a) As
of the close
of business on May 31, 2024, Karpus beneficially owned an aggregate of 20,809,355.03 Shares.
Percentage: 23.85%
| (b) | 1. Sole power to vote or direct vote: 20,464,355.03 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 20,809,355.03 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) The
transactions in the Shares by Karpus through the Accounts since the amended Schedule 13D
filing on May 31, 2024 are set forth on Schedule B and incorporated herein for reference.
CUSIP
No. 67065610713D
Page
8 of 10 Pages
| B. | Karpus Fund |
(a) As
of the close of business on May 31, 2024, Karpus Fund beneficially owned an aggregate of
84,450 Shares.
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 84,450 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 84,450 |
(c) There
have been no transactions in the Shares by the Karpus Fund since the filing of Amendment
No. 5 to the Original Schedule 13D.
| C. | Mr. Weitz, Mr. Gettinger and Mr. Small |
(a) As
of the close of business on May 31, 2024, Mr. Weitz, Mr. Gettinger and Mr. Small did not
own any Shares.
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) There
have been no transactions in the Shares by the nominees since the filing of Amendment No.
5 to the Original Schedule 13D.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and restated:
| Exhibit No. | Description | |
| 1 | ||
CUSIP
No. 67065610713D
Page
9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 3, 2024
KARPUS
MANAGEMENT, INC.
|
|||
By:
|
/s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott | |||
| Title: President and Chief Investment Officer | |||
KARPUS
INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND B-CONSERVATIVE BOND FUND
|
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By:
|
/s/ Thomas Duffy | ||
| Name: Thomas Duffy | |||
| Title: Director | |||
STEVEN
C. WEITZ
|
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By:
|
/s/ Steven C. Weitz | ||
| Name: Steven C. Weitz | |||
TAYLOR
GETTINGER
|
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By:
|
/s/ Taylor Gettinger | ||
| Name: Taylor Gettinger | |||
MAT
SMALL
|
|||
By:
|
/s/ Mat Small | ||
| Name: Mat Small | |||
CUSIP No. 670656107 |
13D | Page 10 of 10 Pages |
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| Name | Position & Present Principal Occupation | Business Address | Shares Owned |
| Kathleen Finnerty Crane | Chief Financial Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 150 Shares |
| Thomas Michael Duffy | Senior Vice President and Director of Operations |
183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Daniel Lee Lippincott | President and Chief Investment Officer |
183 Sully’s Trail, Pittsford, New York 14534 | 4,300 Shares |
| Jodi Lee Hedberg | Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Thomas Wayne Griffith | Director | 17 East Market Street, West Chester, Pennsylvania 19382 |
900 Shares |
| Carlos Manuel Yuste | Director | 17 East Market Street, West Chester, Pennsylvania 19382 | 0 Shares |
SCHEDULE B
Transactions in the Shares since the amended Schedule 13D filing on May 31, 2024
| Nature of the Transaction | Shares Purchased/(Sold) |
Price Per Share($) |
Date of Purchase / Sale |
KARPUS
MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
| Purchase of Common Stock | 57,320 | $10.71 | 5/29/2024 |
| Purchase of Common Stock | 2,800 | $10.70 | 5/30/2024 |
| Sale of Common Stock | (830) | $10.73 | 5/31/2024 |