| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PIMCO MUNICIPAL INCOME FUND II [ PML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| COMMON STOCK | 07/09/2010 | G | V | 58,500 | A | $0 | 58,500(1) | I | BY CHILD TRUST #3 | |
| COMMON STOCK | 07/12/2010 | S | 5,250 | D | $11.3302 | 53,250 | I | BY CHILD TRUST #3 | ||
| COMMON STOCK | 07/13/2010 | S | 6,250 | D | $11.3 | 47,000 | I | BY CHILD TRUST #3 | ||
| COMMON STOCK | 07/15/2010 | S | 21,500 | D | $11.1 | 25,500 | I | BY CHILD TRUST #3 | ||
| COMMON STOCK | 07/16/2010 | S | 12,000 | D | $11.1263 | 13,500 | I | BY CHILD TRUST #3 | ||
| COMMON STOCK | 71,322 | I | BY CHILD TRUST #1 | |||||||
| COMMON STOCK | 71,220 | I | BY CHILD TRUST #4 | |||||||
| COMMON STOCK | 07/09/2010 | G | V | 58,500 | A | $0 | 58,500(2) | I | BY CHILD TRUST #6 | |
| COMMON STOCK | 71,358 | I | BY CHILD TRUST #7 | |||||||
| COMMON STOCK | 07/09/2010 | G | V | 58,500 | A | $0 | 58,500(3)(4) | I | BY CHILD TRUST #8 | |
| COMMON STOCK | 4,950 | I | BY SPOUSE | |||||||
| COMMON STOCK | 277,110(5) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. As of July 9, 2010 (the "Effective Date"), the reporting person acquired shared investment control over the securities held by Child Trust #3 and therefore may be deemed to be the beneficial owner of such securities. The amount reflected in Box 5 represents securities acquired by Child Trust #3 prior to the Effective Date, as follows: (a) 26,500 shares on 11/13/2003 at $13.81 per share; (b) 4,600 shares on 11/14/2003 at $13.81 per share; (c) 18,900 shares on 11/18/2003 at $13.81 per share; (d) 5,000 shares on 6/28/2004 at $13.1650 per share (such price represents a weighted average price, as the shares were purchased in multiple transactions at prices ranging from $13.16 to $13.17, inclusive); and (e) 3,500 shares on 7/13/2006 at $14.65 per share. The foregoing transactions (a)-(e) are disclosed solely for informational purposes. The reporting person expressly disclaims beneficial ownership of securities held by Child Trust #3 to the extent held prior to the Effective Date. |
| 2. As of the Effective Date, the reporting person acquired shared investment control over the securities held by Child Trust #6 and therefore may be deemed to be the beneficial owner of such securities. The amount reflected in Box 5 represents securities acquired by Child Trust #6 prior to the Effective Date, as follows: (a) 50,000 shares on 11/18/2003 at $13.81 per share; (b) 5,000 shares on 6/28/2004 at $13.155 per share (such price represents a weighted average price, as the shares were purchased in multiple transactions at prices ranging from $13.15 to $13.16, inclusive); and (c) 3,500 shares on 7/13/2006 at $14.65 per share. The foregoing transactions (a)-(c) are disclosed solely for informational purposes. The reporting person expressly disclaims beneficial ownership of securities held by Child Trust #6 to the extent held prior to the Effective Date. |
| 3. As of the Effective Date, the reporting person acquired shared investment control over the securities held by Child Trust #8 and therefore may be deemed to be the beneficial owner of such securities. The amount reflected in Box 5 represents securities acquired by Child Trust #8 prior to the Effective Date, as follows: (a) 21,000 shares on 11/3/2003 at $13.8774 per share (such price represents a weighted average price, as the shares were purchased in multiple transactions at prices ranging from $13.83 to $13.90, inclusive); (b) 2,500 shares on 11/4/2003 at $13.90 per share; (c) 26,500 shares on 11/13/2003 at $13.81 per share; (d) 5,000 shares on 6/28/2004 at $13.145 per share (such price represents a weighted average price, as the shares were purchased in multiple transactions at prices ranging from $13.14 to $13.15, inclusive); and (e) 3,500 shares on 7/13/2006 at $14.65 per share. The foregoing transactions (a)-(e) are disclosed solely for informational purposes. |
| 4. (Continued from Footnote 3.) The reporting person expressly disclaims beneficial ownership of securities held by Child Trust #8 to the extent held prior to the Effective Date. |
| 5. Includes an aggregate of 25,359 shares acquired on various dates under a qualified dividend reinvestment plan. |
| Remarks: |
| The Reporting Person is the Co-Chief Investment Officer of Pacific Investment Management Company LLC (PIMCO) and is a member of PIMCO's Executive Committee. PIMCO serves as sub-adviser of the Issuer. With respect to any weighted average price reported herein, the reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the applicable ranges referenced herein. Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Michael Flaherty, Attorney-in-Fact for William H. Gross | 11/19/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||