UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)*

 

BLACKROCK MUNICIPAL INCOME INVESTMENT TRUST

(Name of Issuer)

VARIABLE RATE DEMAND PREFERRED SHARES

(Title of Class of Securities)

09248H303

(CUSIP Number)

Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

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-1(e), 13d-1(f) or 13d-1(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).

 

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SCHEDULE 13D

 

CUSIP No. 09248H303

SCHEDULE 13D

CUSIP No. 09248H303

Item 1

Security and Issuer

 

This Amendment No. 3 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated March 14, 2019 and filed with the SEC on March 25, 2019 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated February 12, 2020 and filed with the SEC on February 14, 2020 ("Amendment No. 1"), as further amended by Amendment No. 2 dated April 3, 2020 and filed with the SEC on April 7, 2020 ("Amendment No. 2"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate demand preferred shares ("VRDP Shares") of BlackRock Municipal Income Investment Trust (the "Issuer").

 

This Amendment is being filed in relation to the redemption by the Issuer of 520 VRDP Shares held by BAPFC (CUSIP No. 09248H303).

 

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 VRDP Shares held by BAPFC were redeemed by the Issuer on March 31, 2021 (the "Redemption") and as a result of the Redemption, the Reporting Persons no longer own any VRDP Shares of the Issuer."

 

Item 4

Purpose of 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 Redemption, the Reporting Persons no longer own any VRDP Shares of the Issuer."

 

Item 5

Interest in Securities of the Issuer

 

Paragraphs (d) and (e) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety with the following:

 

"(d)   Not applicable

 

(e)   On March 31, 2021, as a result of the Redemption, 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 and restated in its entirety as follows:

 

"The responses of the Reporting Persons under Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements and financing arrangements relating to the VRDP Shares have been terminated as a result of the redemption of the VRDP Shares."

 

 

Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:

 

SIGNATURES

 

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:  April 2, 2021

 

LIST OF EXHIBITS

 

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.

¹ Mr. de Weck is a citizen of Switzerland.

² Mr. Woods is a citizen of Canada.

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.

 

 

On March 22, 2018, the Attorney General of the State of New York Investor Protection Bureau ("NYAG") alleged that Bank of America Corporation ("BAC") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") (1) concealed from its institutional clients that orders were routed to and executed by "electronic liquidity providers," (2) misstated the composition of orders and trades in its dark pool, and (3) did not accurately describe its use of a proprietary "venue ranking" analysis, in violation of the Martin Act and Executive Law § 63(12).  In connection with the agreement, BAC and MLPF&S agreed (1) not to engage, or attempt to engage, in conduct in violation of any applicable laws, including but not limited to the Martin Act and Executive Law § 63(12); (2) to pay a penalty in the amount of $42,000,000; and (3) provide the NYAG a summary of the review of its electronic trading policies and procedures.

NOTE:  In addition, Bank of America Corporation and certain of its affiliates, including MLPF&S and BANA, 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 MLPF&S Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.

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