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Toronto Dominion entities shift 777 MVT preferreds in fund reorg (MVT)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BLACKROCK MUNIVEST FUND II, INC. reported an internal restructuring-related preferred share exchange involving a TD Bank affiliate. Toronto Dominion Investments LLC, an indirect wholly owned subsidiary of The Toronto-Dominion Bank, disposed of 777 Variable Rate Muni Term Preferred Shares of the fund. In connection with the reorganization of the fund into BlackRock MuniYield Quality Fund III, Inc., those 777 shares were exchanged on a cashless basis for an equal number of Variable Rate Demand Preferred Shares of the acquiring fund. The statement is filed jointly by The Toronto-Dominion Bank and its U.S. holding entities, which held indirect interests through their ownership of Toronto Dominion Investments LLC.

Positive

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Negative

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Insider Toronto Dominion Investments, Inc., TORONTO DOMINION HOLDINGS USA INC, TD GROUP US HOLDINGS LLC, TORONTO DOMINION BANK
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Other Variable Rate Muni Term Preferred Shares 777 $0.00 --
Holdings After Transaction: Variable Rate Muni Term Preferred Shares — 0 shares (Direct)
Footnotes (1)
  1. The 777 Variable Rate Muni Term Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by Toronto Dominion Investments LLC ("TDI"). In connection with the reorganization of the Issuer into BlackRock MuniYield Quality Fund III, Inc. ("MYI"), the Shares were exchanged for an equal number of Variable Rate Demand Preferred Shares of MYI in a cashless transaction. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank"). This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI. Each reporting person declares 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 US Securities Exchange Act of 1934 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 Issuer.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Toronto Dominion Investments, Inc.
(Last) (First) (Middle)
909 FANIN
SUITE 1950
(Street)
HOUSTON TX 77010
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIVEST FUND II, INC. [ MVT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Variable Rate Muni Term Preferred Shares 02/23/2026 J(1) 777 D(1) (1) 0 D(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Toronto Dominion Investments, Inc.
(Last) (First) (Middle)
909 FANIN
SUITE 1950
(Street)
HOUSTON TX 77010
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TORONTO DOMINION HOLDINGS USA INC
(Last) (First) (Middle)
40 WALL STREET
(Street)
NEW YORK NY 10003
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TD GROUP US HOLDINGS LLC
(Last) (First) (Middle)
251 LITTLE FALLS DRIVE
(Street)
WILMINGTON DE 19808
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TORONTO DOMINION BANK
(Last) (First) (Middle)
66 WELLINGTON STREET WEST
12TH FLOOR, TD TOWER
(Street)
TORONTO, ONTARIO A6 M5K 1A2
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The 777 Variable Rate Muni Term Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by Toronto Dominion Investments LLC ("TDI"). In connection with the reorganization of the Issuer into BlackRock MuniYield Quality Fund III, Inc. ("MYI"), the Shares were exchanged for an equal number of Variable Rate Demand Preferred Shares of MYI in a cashless transaction. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").
2. This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.
3. Each reporting person declares 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 US Securities Exchange Act of 1934 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 Issuer.
Remarks:
Remarks: Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information
/s/ Christina Petrou on behalf of TORONTO DOMINION INVESTMENTS LLC 02/27/2026
/s/ Christina Petrou on behalf of TORONTO DOMINION HOLDINGS (U.S.A.), INC 02/27/2026
/s/ Andre Ramos on behalf of TD GROUP US HOLDINGS LLC 02/27/2026
/s/ Christina Petrou on behalf of THE TORONTO-DOMINION BANK 02/27/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MVT report involving Toronto Dominion Investments LLC?

MVT reported that Toronto Dominion Investments LLC disposed of 777 Variable Rate Muni Term Preferred Shares. These shares were exchanged on a cashless basis for 777 Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc. in connection with a fund reorganization.

How many MVT preferred shares were affected in the Toronto Dominion transaction?

The transaction involved 777 Variable Rate Muni Term Preferred Shares of MVT. These shares were beneficially owned by Toronto Dominion Investments LLC and were exchanged one-for-one into 777 Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc.

Was cash paid in the Toronto Dominion exchange of MVT preferred shares?

No cash was paid; the 777 MVT preferred shares were exchanged in a cashless transaction. Toronto Dominion Investments LLC received 777 Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc. as part of the reorganization of BLACKROCK MUNIVEST FUND II, INC.

Which entities are included in the joint Form 4 filing for MVT?

The joint Form 4 covers The Toronto-Dominion Bank, Toronto Dominion Investments LLC, Toronto Dominion Holdings (U.S.A.), Inc., and TD Group US Holdings LLC. These entities are in a wholly owned ownership chain leading to Toronto Dominion Investments LLC, which directly held the MVT shares.

Did Toronto Dominion entities retain an interest after disposing of MVT preferred shares?

After disposing of 777 MVT Variable Rate Muni Term Preferred Shares, Toronto Dominion Investments LLC received 777 Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc. through the reorganization, maintaining an economic interest but now in the acquiring fund rather than MVT.