TD exits BlackRock MuniVest II preferred stake

Toronto Dominion Investments LLC and related TD entities filed an amended Schedule 13D to update their ownership in BlackRock MuniVest Fund II, Inc. They previously held 777 Variable Rate Muni Term Preferred Shares.

Accepted by SEC EDGAR 03/06/2026 - 09:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Toronto Dominion Investments LLC and related TD entities filed an amended Schedule 13D to update their ownership in BlackRock MuniVest Fund II, Inc. They previously held 777 Variable Rate Muni Term Preferred Shares.

On February 23, 2026, as part of a reorganization of BlackRock MuniVest Fund II into BlackRock MuniYield Quality Fund III, Inc. (MYI), Toronto Dominion Investments LLC exchanged its 777 Variable Rate Muni Term Preferred Shares for an equal number of Variable Rate Demand Preferred Shares of MYI. Following this transaction, all reporting persons show 0 shares beneficially owned, with 0% of the class and no voting or dispositive power, and they ceased to be beneficial owners of more than five percent of this preferred share class as of that date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Schedule 13D/A filed for MVT disclose about TD’s holdings?

The filing shows that Toronto Dominion Investments LLC and related TD entities no longer beneficially own any Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund II, Inc., reporting zero shares and zero percent of the class after a fund reorganization and share exchange.

How many MVT preferred shares did Toronto Dominion Investments exchange in the reorganization?

Toronto Dominion Investments LLC exchanged 777 Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund II, Inc. for an equal number of Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc. This one-for-one exchange occurred in connection with the reorganization completed on February 23, 2026.

What is the result of the reorganization for TD’s ownership in BlackRock MuniVest Fund II (MVT)?

As a result of the reorganization into BlackRock MuniYield Quality Fund III, Inc., the reporting TD entities now hold zero Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund II, Inc. They report zero voting and dispositive power and no longer own more than five percent of the class.

On what date did TD cease to be a more-than-5% owner of MVT preferred shares?

The reporting persons state that on February 23, 2026, following the reorganization and share exchange, they ceased to be beneficial owners of more than five percent of the Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund II, Inc., reducing their beneficial ownership to zero.

Which securities did TD receive in exchange for its MVT preferred shares?

Toronto Dominion Investments LLC received Variable Rate Demand Preferred Shares of BlackRock MuniYield Quality Fund III, Inc. (MYI) in exchange for its Variable Rate Muni Term Preferred Shares of BlackRock MuniVest Fund II, Inc., with 777 shares exchanged for 777 shares under the reorganization completed February 23, 2026.

Which TD entities are listed as reporting persons in the MVT Schedule 13D/A amendment?

The amendment lists Toronto Dominion Investments LLC, Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank as reporting persons. Each now reports zero beneficially owned Variable Rate Muni Term Preferred Shares, zero voting and dispositive power, and zero percent of the preferred share class.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BLACKROCK MUNIVEST FUND II, 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 II, 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 777 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of the Issuer (CUSIP No. 09253T705) 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 777 VMTP Shares of the Issuer (CUSIP No. 09253T705) 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.
	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