Bank of America Corporation

11/12/2024 | Press release | Distributed by Public on 11/12/2024 18:03

Amendment to Beneficial Ownership Report - Form SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 07)*

BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY FUND, INC.
(Name of issuer)
VARIABLE RATE DEMAND PREFERRED SHARES
(Title of Class of Securities)
09254X705
(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)
November 07, 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. 09254X705
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. 09254X705
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. 7 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated April 17, 2014 and filed with the SEC on April 28, 2014 (as amended to the date hereof, the "Original Schedule 13D") for Bank of America Corporation ("BAC") and Bank of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the Variable Rate Demand Preferred Shares ("VRDP Shares") of BlackRock MuniHoldings New Jersey Quality Fund, Inc. (the "Issuer").

This Amendment is being filed to report a change in the Reporting Persons' ownership percentage of the Issuer as a result of an automatic tender of the Reporting Persons' 4,171 VRDP (CUSIP No. 09254X705).

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 4,171 VRDP Shares (CUSIP No. 09254X705) held by BAPFC were automatically tendered on November 07, 2024 for a price of $100,000 per share (the "Transaction") and as a result of the Transaction, the Reporting Persons no longer own any VRDP Shares (CUSIP No. 09254X705) of the Issuer."

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 VRDP Shares (CUSIP No. 09254X705) of the Issuer."

Item 5.
Interest in Securities of the Issuer

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 November 7, 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: November 12, 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.