Amendment: SEC Form SCHEDULE 13D/A filed by Blackrock MuniHoldings Fund Inc.
$MHD
Investment Bankers/Brokers/Service
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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BLACKROCK MUNIHOLDINGS FUND, INC. (Name of Issuer) |
VARIABLE RATE MUNI TERM PREFERRED SHARES (Title of Class of Securities) |
09253N609 (CUSIP Number) |
Michael Lees
JPMorgan Chase & Co., 270 Park Avenue,
New York, NY, 10017
(212) 270-6000
JPMorgan Chase & Co., 270 Park Avenue,
New York, NY, 10017
(212) 270-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/02/2026
(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.
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).
SCHEDULE 13D
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| CUSIP Number(s): | 09253N609 |
| 1 |
Name of reporting person
JPMorgan Chase & Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,178.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| CUSIP Number(s): | 09253N609 |
| 1 |
Name of reporting person
DNT Asset Trust | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,178.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
VARIABLE RATE MUNI TERM PREFERRED SHARES | |
| (b) | Name of Issuer:
BLACKROCK MUNIHOLDINGS FUND, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Bellevue Parkway, Wilmington,
DELAWARE
, 19809. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 20, 2023 and filed with the SEC on January 2, 2024 (the "Original Schedule 13D"), as amended by that certain Amendment No. 1 dated as of February 09, 2026, and filed with the SEC on February 26, 2026, for JPMorgan Chase & Co. ("JPMC") and DNT Asset Trust ("DNT Trust") (collectively, the "Reporting Persons") with respect to certain Variable Rate Muni Term Preferred Shares ("Preferred Shares") of BLACKROCK MUNIHOLDINGS FUND, INC. (the "Issuer").
This Amendment is being filed in relation to the deposit by DNT Trust of 7,178 Prefered Shares (CUSIP No. 09253N609) into a tender option trust and custody arrangement designated as the JPM PD Series 5114 Trust on June 2, 2026.
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| Item 2. | Identity and Background | |
| (a) | This information is not changed by this Amendment. | |
| (b) | This information is not changed by this Amendment. | |
| (c) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. | |
| (d) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. | |
| (e) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. | |
| (f) | Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with Schedule A and Schedule B included with this Amendment and attached as an Exhibit hereto. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This information is not changed by this Amendment. | |
| (b) | This information is not changed by this Amendment. | |
| (c) | The responses of the Reporting Persons in Item 3 and Item 4 of this Statement are incorporated herein by reference. On June 2, 2026, JPMorgan Chase & Co. ("JPMC") deposited 7,178 Variable Rate Muni Term Preferred Shares of the Issuer (CUSIP No. 09253N609) into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust (the "TOB Trust"). The TOB Trust has title to such 7,178 Preferred Shares but does not independently have the power to dispose or direct the disposition of the Preferred Shares. JPMC, through its interests in and contractual rights with respect to the TOB Trust, retains an indirect beneficial ownership in the Preferred Shares, including with respect to the voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust. | |
| (d) | This information is not changed by this Amendment. | |
| (e) | This information is not changed by this Amendment. | |
| 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 language after the last paragraph thereof:
On June 2, 2026, JPMorgan Chase & Co. ("JPMC") deposited 7,178 Variable Rate Muni Term Preferred Shares of the Issuer (CUSIP No. 09253N609) into a tender option bond trust arrangement designated as JPM PD Series 5114 Trust (the "TOB Trust"). The TOB Trust has title to such 7,178 Preferred Shares but does not independently have the power to dispose or direct the disposition of the Preferred Shares. JPMC, through its interests in and contractual rights with respect to the TOB Trust, retains an indirect beneficial ownership in the Preferred Shares, including with respect to the voting rights on the Preferred Shares, which additionally remain subject to the Voting Trust.
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| 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 99.5 thereto and inserting the following exhibits in thier place:
"Exhibit Description of Exhibit
99.1 Joint Filing Agreement
99.5 Amended and Restated Schedule A and Schedule B"
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| 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.
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Comments accompanying signature:
Please note that Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule A and Schedule B referenced therein and replacing them with the amended and restated Schedule A and Schedule B attached to this Amendment. |