UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. n/a )*

 

BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND, INC.

(Name of Issuer)

 

VARIABLE RATE DEMAND PREFERRED SHARES

(Title of Class of Securities)

 

09254V600

(CUSIP Number)

 

Toronto-Dominion Investments, Inc.

1 Vanderbilt Avenue

New York, NY 10017

(212) 827-7488

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 16, 2020

(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-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).

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 09254V600

 

1.

Names of Reporting Persons

 

Toronto Dominion Investments, Inc. 

36-2998941

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): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 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:

 

2,319

9. 

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

2,319

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,319 shares

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)

 

CO

 

 
2

 

 

SCHEDULE 13D

 

CUSIP No. 09254V600

 

1.

Names of Reporting Persons

 

Toronto Dominion Holdings (U.S.A.), Inc.

58-1495511

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): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 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:

 

2,319

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

2,319

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,319 shares

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)

 

CO

 

 
3

 

 

SCHEDULE 13D

 

CUSIP No. 09254V600

 

1.

Names of Reporting Persons

 

TD Group US Holdings LLC

47-4435262

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): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 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:

 

2,319

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

2,319

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,319 shares

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

 

 
4

 

 

SCHEDULE 13D

 

CUSIP No. 09254V600

 

1.

Names of Reporting Persons

 

The Toronto-Dominion Bank

13-5640479

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): 

 

WC

5.

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.

Citizenship or Place of Organization

 

Canada

 

 Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

7.

Sole Voting Power:

 

0

8.

Shared Voting Power:

 

2,319

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

2,319

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,319 shares

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)

 

BK

 

 
5

 

 

Item 1 Security and Issuer

 

This Statement on Schedule 13D (this "Statement") relates to the purchase of 2,319 Series W-7 Variable Rate Demand Preferred Shares (CUSIP No. 09254V600) ("VRDP Shares") of BlackRock MuniYield Michigan Quality Fund, Inc. (the "Issuer" or the "Company"). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VRDP Shares by TDI (as defined below). The Issuer's principal executive offices are located at 100 Bellevue Parkway, Wilmington, Delaware 19808.

 

Item 2 Identity and Background

 

(a) This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

 

 

i.

Toronto Dominion Investments, Inc. ("TDI"), a Delaware corporation

 

 

 

 

ii.

Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") a Delaware corporation

 

 

 

 

iii.

TD Group US Holdings LLC ("TD GUS") a Delaware limited liability company

 

 

 

 

iv.

The Toronto-Dominion Bank ("TD") a Canadian chartered bank

 

This Statement relates to the VRDP Shares that were purchased for the account of TDI.

 

(b) The address of the principal business office of TDI is:

 

1 Vanderbilt Avenue

New York, New York 10017

 

The address of the principal business office of TDH is:

 

1 Vanderbilt Avenue

New York, New York 10017

 

The address of the principal business office of TD GUS is:

 

251 Little Falls Drive

Wilmington, Delaware 19808

 

The address of the principal business office of TD is:

 

Toronto-Dominion Centre

P.O. Box 1

Toronto, Ontario, Canada M5k 1A2

 

(c) TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. TDI's principal business is limited to lending and investing.

 

Information concerning each executive officer, director and controlling person (the "Listed Persons") of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.

 

 
6

 

 

(d) During the last five years, the Reporting Persons have not, and to the best knowledge of the Reporting Persons none of the Listed Persons have, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

Item 3 Source and Amount of Funds or Other Consideration

 

The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $231,900,000. The source of funds was the working capital of the Reporting Persons.

 

The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Company.

 

Item 4 Purpose of the Transaction

 

TDI has purchased the VRDP Shares for investment purposes. TDI acquired the VRDP Shares in an open market transaction for an aggregate purchase price of $231,900,000.

 

The Reporting Persons have not acquired the VRDP Shares with any purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect.

 

Item 5 Interest in Securities of the Issuer

 

(a) - (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.

 

As of June 16, 2020, the Reporting Persons beneficially owned an aggregate of 2,319 VRDP Shares representing 100% of the outstanding VRDP Shares of the Issuer. The 2,319 VRDP Shares reported herein consist of 2,319 VRDP Shares over which TDI is the record and beneficial owner. TDH is the sole owner of TDI and accordingly beneficially owns the VRDP Shares held by TDI. TD GUS is the sole owner of TDH and accordingly beneficially owns the VRDP Shares held by TDI. TD is the sole owner of TD GUS and accordingly beneficially owns the VRDP Shares held by TDI.

 

(c) There have been no transactions in the VRDP Shares that were effected during the past sixty days by the Reporting Persons other than as reported in this Statement.

 

(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, VRDP Shares that may be deemed to be beneficially owned by the Reporting Persons.

 

(e) Not applicable.

 

 
7

 

 

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VRDP Shares owned by TDI, on June 16, 2020, TDI assigned certain voting rights on the VRDP Shares to a voting trust (the "Voting Trust") created pursuant to the Special Rate Period Voting Trust Agreement, dated as of January 26, 2017, among TDI, Lord Securities Corporation, as voting trustee (the "Voting Trustee") and Glass Lewis & Co., LLC (the "Voting Consultant"). Voting rights on the VRDP Shares not assigned to the Voting Trust have been retained by TDI. The Voting Trust provides that, with respect to voting matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting matters and makes a recommendation to the Voting Trustee on voting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote.

 

Item 7 Material to be Filed as Exhibits

 

Exhibit

 

Description of Exhibit

 

 

 

99.1

 

Joint Filing Agreement

 

 

 

99.2 

 

Certificate for TD 

 

 

 

99.3

 

Secretary's Certificate for TD GUS

 

 

 

99.4

 

Voting Trust Agreement as amended dated June 16, 2020 

 

 

 

99.5 

 

VRDP Shares Fee Agreement dated June 16, 2020 

 

 

 

99.6

 

VRDP Shares Purchase Agreement dated June 16, 2020 

 

 

 

99.7

 

VRDP Shares Remarketing Agreement dated June 16, 2020

 

 
8

 

 

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: June 30, 2022

 

 

TORONTO DOMINION INVESTMENTS, INC.

       
By: /s/ Christina Petrou

 

Name:

Christina Petrou  
  Title: Vice President & Chief Operating Officer  

 

 

TORONTO DOMINION HOLDINGS (U.S.A.), INC.

       
By: /s/ Christina Petrou

 

Name:

Christina Petrou  
  Title: Vice President & Chief Operating Officer  

 

 

TD GROUP US HOLDINGS LLC

       
By: /s/ Cody Botnick

 

Name:

Cody Botnick  
  Title: Assistant Secretary  

 

 

THE TORONTO-DOMINION BANK

       
By:

/s/ Christina Petrou

 

Name:

Christina Petrou

 

 

Title:

Vice President

 

 

 
9

 

 

LIST OF EXHIBITS

 

Exhibit

 

Description of Exhibit

 

 

 

99.1

 

Joint Filing Agreement

 

 

 

99.2

 

Certificate for TD

 

 

 

99.3

 

Secretary's Certificate for TD GUS

 

 

 

99.4

 

Voting Trust Agreement as amended dated June 16, 2020

 

 

 

99.5

 

VRDP Shares Fee Agreement dated June 16, 2020

 

 

 

99.6

 

VRDP Shares Purchase Agreement dated June 16, 2020

 

 

 

99.7

 

VRDP Shares Remarketing Agreement dated June 16, 2020

 

 
10

 

 

SCHEDULE I

 

INFORMATION RELATING TO THE EXECUTIVE OFFICERS AND DIRECTORS OF THE TD ENTITIES

 

The following sets forth the name, title and present principal occupation of each executive officer and director of TDI.

 

TORONTO DOMINION INVESTMENTS, INC.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

Name

 

Title

 

Principal Occupation or Employment

 

 

 

 

 

Danny Salinas

(U.S. Citizen)

 

Director, Officer, & President

 

Chief Financial Officer, Executive

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Nancy Haraf

(U.S. Citizen)

 

Director, Vice President & Treasurer

 

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Richard Rosenthal

(US Citizen)

 

Officer, Vice President

 

Director, Financial & Regulatory

Reporting, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Christina Petrou

(US Citizen)

 

Officer, Vice President

 

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robert Franciscus

(US Citizen)

 

Officer, Vice President

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robyn Zeller

(US Citizen)

 

Officer, Vice President

 

Executive Managing Director, TD

Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 
11

 

 

Executive Officers and Directors of TDH

 

The following sets forth the name, title and present principal occupation of each executive officer and director of TDH.

 

TORONTO DOMINION HOLDINGS (U.S.A.), INC.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

Name

 

Title

 

Principal Occupation or Employment

 

 

 

 

 

Glenn Gibson

(Canadian Citizen)

 

President, Chief Executive Officer

 

Region Head, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Christina Petrou

(US Citizen)

 

Officer, Vice President, Chief Operating Officer

 

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Nancy Haraf

(U.S. Citizen)

 

Officer & Director, Vice President & Treasurer

 

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robyn Zeller

(US Citizen)

 

Officer & Director, Vice President

 

Executive Managing Director, TD

Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Danny Salinas

(U.S. Citizen)

 

Officer & Director, Vice President

 

Chief Financial Officer, Executive

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

Robert Franciscus

(US Citizen)

 

Officer, Vice President

 

New York, NY 10017

 

 

 

 

 

Pradeep Mehra

(India Citizen)

 

Officer, Vice President

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Peter Stroud

(US Citizen)

 

Officer, Vice President

 

Managing Director, TD

Securities (USA) LLC

1 Vanderbilt Avenue,

Robert Doster

(US Citizen)

 

Officer, Vice President

 

New York, NY 10017

 

 

 

 

 

Stuart Homcy

(US Citizen)

 

Officer, Vice President

 

Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 
12

 

 

Executive Officers and Directors of TD

 

The following sets forth the name, title and present principal occupation of each executive officer and director of TD.

 

THE TORONTO-DOMINION BANK

 

DIRECTORS

 

Name

 

Principal Occupation or Employment

 

 

 

Cherie L. Brant

(Canadian Citizen)

 

Partner

Borden Ladner Gervais LLP

22 Adelaide St West, Suite 3400

Toronto, Ontario M5H 4E3

 

 

 

Amy W. Brinkley

(U.S. Citizen)

 

Consultant

AWB Consulting, LLC

2225 Sharon Lane

Charlotte, North Carolina 28211

 

 

 

Brian C. Ferguson

(Canadian Citizen)

 

Corporate Director and former President & Chief Executive Officer

Cenovus Energy Inc.

600 Princeton Way SW#505

Calgary, Alberta T2P 5N4

 

 

 

Colleen A. Goggins

(U.S. Citizen)

 

Corporate Director and retired Worldwide Chairman,

Consumer Group, Johnson & Johnson

7 Constitution Hill East

Princeton, New Jersey 08540

 

 

 

Jean-René Halde

(Canadian Citizen)

 

Corporate Director and retired President and Chief Executive Officer,

Business Development Bank of Canada

2813 rue des Outardes

Saint-Laurent, Quebec H4R 0H5

 

 

 

David E. Kepler

(U.S. Citizen)

 

Corporate Director and retired Executive Vice President, The Dow Chemical Company

912 Turtle Cove

Sanford, Michigan 48657

 

Brian M. Levitt

(Canadian Citizen)

 

Chairman of the Board

The Toronto-Dominion Bank

P.O. Box 1, TD Bank Tower

66 Wellington Street West, 4th Floor

Toronto, Ontario M5K 1A2

 

 

 

Alan N. MacGibbon

(Canadian Citizen)

 

Corporate Director and retired Managing Partner and Chief Executive of Deloitte LLP

15 Birkbank Drive

Oakville, Ontario L6J 4Z1

 

 
13

 

 

Karen E. Maidment

(Canadian Citizen)

 

Corporate Director and former Chief Financial and Administrative Officer

BMO Financial Group

92 Salisbury Avenue

Cambridge, Ontario N1S 1J5

 

 

 

Bharat B. Masrani

(Canadian and British Citizen)

 

Group President and Chief Executive Officer

The Toronto-Dominion Bank

P.O. Box 1, TD Bank Tower

66 Wellington Street West, 4th Floor

Toronto, Ontario M5K 1A2

 

 

 

Nadir H. Mohamed

(Canadian Citizen)

 

Corporate Director and former President and Chief Executive Officer,

Rogers Communications Inc.

Goodmans LLP

Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto, Ontario M5H 2S7

 

 

 

Claude Mongeau

(Canadian Citizen)

 

Corporate Director and former President and Chief Executive Officer, Canadian National Railway

Company

195 Maplewood Ave.

Outremont, Quebec H2V 2M6

 

 

 

S. Jane Rowe

(Canadian Citizen)

 

Vice Chair, Investments

Ontario Teachers' Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

 

 

 

Nancy G. Tower

(Canadian Citizen)

 

Former President & Chief Executive Officer, Tampa Electric Company

1550 Dresden Row, Unit 1605

Halifax, Nova Scotia, Canada B3J 4A2

 

 
14

 

 

EXECUTIVE OFFICERS

 

Name

 

Principal Occupation or Employment

 

 

 

Bharat B. Masrani

(Canadian and British Citizen)

 

Group President and Chief Executive Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Riaz Ahmed

(Canadian Citizen)

 

President and CEO of TD Securities,  Group Head, Wholesale Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Ajai K. Bambawale

(Canadian Citizen)

 

Group Head and Chief Risk Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Raymond Chun

(Canadian Citizen)

 

Group head, Wealth and Insurance, TD Bank Group

161 Bay Street, 35th Floor

Toronto, Ontario M5J 2T2  Canada

 

 

 

Paul C. Douglas

(Canadian Citizen)

 

Group Head, Canadian Business Banking, TD Bank Group

100 Wellington Street West, 27th Floor, TD West Tower

Toronto, Ontario M5K 1A2  Canada

 

 

 

Barbara Hooper

(Canadian Citizen)

 

Senior Executive Vice President, Treasury and Enterprise Strategy, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Greg Keeley

(U.S. Citizen)

 

Senior Executive Vice President, Platforms & Technology, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Kenneth W. Lalonde

(Canadian Citizen)

 

Senior Executive Vice President and

Chief Human Resources Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Jane A. Langford

(Canadian Citizen)

 

Executive Vice President and General Counsel, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Christine Morris

(Canadian Citizen)

 

Senior Executive Vice President, Transformation, Enablement and Customer Experience

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 
15

 

 

Anita O'Dell

(U.S. Citizen)

 

Senior Vice President and Chief Auditor, TD Bank Group

US Audit Admin 200 Carolina Point Pkwy, Bldg B

Greenville,  SC  29607 SC1-009-415

 

 

 

Michael G. Rhodes

(U.S. Citizen)

 

Group Head, Canadian Personal Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Leovigildo Salom

(U.S. Citizen)

 

Group Head, U.S. Retail and CEO

TD Bank and President and CEO, TD Bank, America's Most Convenient Bank®

1701 Route 70 East, 2nd Floor

Cherry Hill, Camden, NJ 08003

 

 

 

Kelvin Vi Luan Tran

(Canadian Citizen)

 

Senior Executive Vice President and Chief Financial Officer, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 
16

 

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