Toronto-Dominion entities give up MVF preferred stake in MYI reorganization (MVF)

Rhea-AI Filing Summary

Toronto-Dominion affiliated entities report that they no longer own any Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund, Inc. The change follows a reorganization on February 23, 2026, when Toronto Dominion Investments LLC exchanged 1,536 VMTP shares of BlackRock MuniVest for an equal number of Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc.

After this exchange, all four reporting entities disclose 0 shares beneficially owned and 0% of the VMTP class, and state they ceased to be beneficial owners of more than five percent of this security class as of the reorganization date.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BLACKROCK MUNIVEST FUND, INC.

(Name of Issuer)

Variable Rate Muni Term Preferred Shares

(Title of Class of Securities)

Toronto-Dominion Investments,
1 Vanderbilt Avenue,
New York, NY, 10017
(212) 827-7488

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/23/2026

(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

CUSIP Number(s):

1

Name of reporting person

TORONTO DOMINION INVESTMENTS LLC

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 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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

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

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 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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

TD GROUP US HOLDINGS LLC

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 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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

THE TORONTO-DOMINION BANK

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 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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

BK

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Variable Rate Muni Term Preferred Shares
(b)	Name of Issuer: BLACKROCK MUNIVEST FUND, INC.
(c)	Address of Issuer's Principal Executive Offices: 100 Bellevue Parkway, Wilmington, DELAWARE , 19809.
Item 1 Comment: This Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated February 19, 2026 and filed with the SEC on February [--], 2026 (the "Original Schedule 13D"). This Amendment is being filed as a result of the reorganization of the Issuer into BlackRock MuniYield Quality Fund III, Inc. ("MYI") on February 23, 2026 (the "Reorganization") pursuant to which Toronto Dominion Investments LLC ("TDI") exchanged its 1,536 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of the Issuer (CUSIP No. 09253R881) for an equal number of Variable Rate Demand Preferred Shares ("VRDP Shares") of MYI (CUIP No. 09254E863). The Issuer's principal executive offices are located at 100 Bellevue Parkway, Wilmington, Delaware 19809.
Item 2.	Identity and Background
(a)	Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I referenced therein and replacing it with Schedule I 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: "In connection with the Reorganization of the Issuer into MYI, TDI exchanged its 1,536 VMTP Shares of the Issuer (CUSIP No. 09253R881) for an equal number of VRDP Shares of MYI (CUSIP No. 09254E863). As a result of the Reorganization, the Reporting Persons no longer own any VMTP 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 Reorganization, the Reporting Persons no longer own any VMTP Shares of the Issuer."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D, sections (d) and (e) are hereby amended and restated in its entirety as follows: "(d) Not Applicable. (e) On February 23, 2026, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."
(d)	Not Applicable.
(e)	On February 23, 2026, as a result of the Reorganization, 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 in Item 3 and Item 4 hereof are incorporated herein by reference."
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 inserting the following exhibits in their place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Certificate for TD 99.3 Secretary's Certificate for TD GUS"

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.

TORONTO DOMINION INVESTMENTS LLC

Signature:	/s/ Christina Petrou
Name/Title:	Christina Petrou/Vice President & Chief Operating Officer
Date:	02/27/2026

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

Signature:	/s/ Christina Petrou
Name/Title:	Christina Petrou/Vice President & Chief Operating Officer
Date:	02/27/2026

TD GROUP US HOLDINGS LLC

Signature:	/s/ Andre Ramos
Name/Title:	Andre Ramos/Executive Vice President and Chief Financial Officer TD AMCB
Date:	02/27/2026

THE TORONTO-DOMINION BANK

Signature:	/s/ Christina Petrou
Name/Title:	Christina Petrou/Vice President
Date:	02/27/2026

FAQ

What change in ownership does this Schedule 13D/A report for MVF?

The filing reports that Toronto-Dominion affiliated entities now hold 0 Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund, Inc. They previously held 1,536 VMTP shares, which were exchanged in a fund reorganization on February 23, 2026.

Why did Toronto Dominion Investments LLC exchange its MVF preferred shares?

Toronto Dominion Investments LLC exchanged its 1,536 VMTP shares of BlackRock MuniVest Fund, Inc. as part of a reorganization into BlackRock MuniYield Quality Fund III, Inc. In that transaction it received 1,536 Variable Rate Demand Preferred Shares of the acquiring fund, MYI.

How much of MVF’s preferred share class do the reporting persons now own?

The reporting entities disclose that they beneficially own 0.00 shares of the Variable Rate Muni Term Preferred Shares class of BlackRock MuniVest Fund, Inc., representing 0% of that class following the February 23, 2026 reorganization and share exchange.

When did the Toronto-Dominion entities cease to be 5% holders of MVF’s preferred shares?

They state that on February 23, 2026, as a result of the reorganization into BlackRock MuniYield Quality Fund III, Inc., the reporting persons ceased to be beneficial owners of more than five percent of BlackRock MuniVest’s Variable Rate Muni Term Preferred Shares.

Which entities are listed as reporting persons in this MVF Schedule 13D/A?

The filing lists four reporting persons: Toronto Dominion Investments LLC, Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank, each reporting zero beneficially owned VMTP shares after the February 23, 2026 transaction.

What securities did Toronto Dominion Investments LLC receive in the reorganization?

In the reorganization, Toronto Dominion Investments LLC exchanged 1,536 Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund, Inc. for 1,536 Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc., as described in the amended ownership statement.