1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BANK OF AMERICA CORP /DE/ 56-0906609 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| x | |||
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
| ||||
3,285 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
3,285 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
3,285 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
1.48%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Banc of America Preferred Funding Corporation 75-2939570 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
3,285 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
3,285 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
3,285 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
1.48%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
Item 1. | Security and Issuer |
This Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated February 8, 2018 and filed with the SEC on February 20, 2018 (the "Original Schedule 13D"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the adjustable rate munifund term preferred shares ("AMTP Shares") and munifund preferred shares ("MFP Shares") of Nuveen AMT-Free Quality Municipal Income Fund (the "Issuer").
This Amendment is being filed as a result of the (i) reorganization of Nuveen North Carolina Quality Municipal Income Fund ("NNC") into the Issuer on November 18, 2019 (the "Merger") pursuant to which BAPFC exchanged its 1,435 AMTP Shares, Series 2028, of NNC (CUSIP No. 67060P860) for an equal number of AMTP Shares, Series 2028, of the Issuer (CUSIP No. 670657758) and (ii) to report a change in the Reporting Persons' ownership percentage of the Issuer as a result of the Merger and the issuance of additional preferred shares of the Issuer (the “Issuance”). |
Item 2. | Identity and Background |
(a) | 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. |
(b) |
(c) |
(d) |
(e) |
(f) |
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:
"In connection with the Merger of NNC into the Issuer, BAPFC exchanged its 1,435 AMTP Shares, Series 2028, of NNC (CUSIP No. 67060P860) for an equal number of AMTP Shares, Series 2028, of the Issuer (CUSIP No. 670657758)." |
Item 4. |
Purpose
of Transaction
|
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
"In connection with the Merger of NNC into the Issuer, BAPFC exchanged its NNC AMTP Shares, Series 2028, for an equal number of AMTP Shares, Series 2028, of the Issuer pursuant to a Purchase Agreement dated November 18, 2019." "As a result of the Issuance, the Reporting Persons no longer own more than 5% of the class of securities of the Issuer." |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. |
(b) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. |
(c) | The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference. |
Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, AMTP Shares and MFP Shares that may be deemed to be beneficially owned by the Reporting Persons. |
(e) | As a result of the Issuance, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities " |
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 the 1,435 AMTP Shares acquired in connection with in the Merger will be subject to the Voting Trust and will be treated in the same manner as the MFP Shares 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 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 |
BANK OF AMERICA CORPORATION | |||
November 20, 2019 | By: |
/s/
Ally Pecarro | |
Attorney-in-fact | |||
BANC OF AMERICA PREFERRED FUNDING CORPORATION | |||
November 20, 2019 | By: |
/s/
Michael Jentis | |
Authorized Signatory | |||
Name
|
Position with Bank of
America Corporation
|
Principal Occupation
|
||
Brian T. Moynihan
|
Chairman of the Board, Chief Executive Officer, President and Director
|
Chairman of the Board, Chief Executive Officer, and President of Bank of America Corporation
|
||
Dean C. Athanasia
|
President, Retail and Preferred & Small Business Banking
|
President, Retail and Preferred & Small Business Banking of Bank of America Corporation
|
||
Catherine P. Bessant
|
Chief Operations and Technology Officer
|
Chief Operations and Technology Officer of Bank of America Corporation
|
||
Sheri Bronstein
|
Chief Human Resources Officer
|
Chief Human Resources Officer of Bank of America Corporation
|
||
Paul M. Donofrio
|
Chief Financial Officer
|
Chief Financial Officer of Bank of America Corporation
|
||
Geoffrey Greener
|
Chief Risk Officer
|
Chief Risk Officer of Bank of America Corporation
|
||
Kathleen A. Knox
|
President, Private Bank
|
President, Private Bank of Bank of America Corporation
|
||
David Leitch
|
Global General Counsel
|
Global General Counsel of Bank of America Corporation
|
||
Thomas K. Montag
|
Chief Operating Officer
|
Chief Operating Officer of Bank of America Corporation
|
||
Thong M. Nguyen
|
Vice Chairman
|
Vice Chairman of Bank of America Corporation
|
||
Andrew M. Sieg
|
President, Merrill Lynch Wealth Management
|
President, Merrill Lynch Wealth Management
|
||
Andrea B. Smith
|
Chief Administrative Officer
|
Chief Administrative Officer of Bank of America Corporation
|
||
Sharon L. Allen
|
Director
|
Former Chairman of Deloitte LLP
|
||
Susan S. Bies
|
Director
|
Former Member, Board of Governors of the Federal Reserve System
|
||
Jack O. Bovender, Jr.
|
Lead Independent Director
|
Former Chairman and Chief Executive Officer of HCA Inc.
|
||
Frank P. Bramble, Sr.
|
Director
|
Former Executive Vice Chairman, MBNA Corporation
|
||
Pierre de Weck1
|
Director
|
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
|
||
Arnold W. Donald
|
Director
|
President and Chief Executive Officer, Carnival Corporation & plc
|
||
Linda P. Hudson
|
Director
|
Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
|
||
Monica C. Lozano
|
Director
|
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
|
||
Thomas J. May
|
Director
|
Chairman, Viacom Inc.; Former Chairman, President, and Chief Executive Officer of Eversource Energy
|
||
Lionel L. Nowell, III
|
Director
|
Former Senior Vice President and Treasurer, PepsiCo Inc.
|
||
Denise L. Ramos
|
Director
|
Former Chief Executive Officer and President of ITT
|
||
Clayton S. Rose
|
Director
|
President of Bowdoin College
|
||
Michael D. White
|
Director
|
Former Chairman, President and Chief Executive Officer of DIRECTV
|
||
Thomas D. Woods2
|
Director
|
Former Vice Chairman and Senior Vice President of Canadian Imperial Bank of Commerce
|
||
R. David Yost
|
Director
|
Former Chief Executive Officer of AmerisourceBergen Corp.
|
||
Maria T. Zuber
|
Director
|
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
|
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Edward H. Curland
|
Director and Managing Director
|
Managing Director, Municipal Markets Executive for Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Michael I. Jentis
|
Managing Director
|
Managing Director, Head of Sales – Public Finance of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Mona Payton
|
Managing Director
|
Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Edward J. Sisk
|
Director and Managing Director
|
Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|