[Form 3/A] RiverNorth Flexible Municipal Income Fund II, Inc. Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

SEC Form 3/A filing: RiverNorth Strategic Holdings, LLC submitted an amended initial statement of beneficial ownership for RiverNorth Flexible Municipal Income Fund II, Inc. (ticker: RFMZ).

• Date of event: 11/22/2024
• Reporting person: RiverNorth Strategic Holdings, LLC (identified as an Officer – “Holding Co”)
• Beneficial ownership: 170,683 common shares of beneficial interest, held directly (D); no derivative securities reported.
• Amendment purpose: Corrects the original 11/26/2024 Form 3 that mistakenly listed the market value of the shares in Box 2; this amendment discloses the share count only.
• Signature date: 07/10/2025 (signed by Marc Collins)

No other financial metrics, transactions, or derivative positions are disclosed. The filing is primarily procedural, ensuring accuracy of ownership data and compliance with Section 16(a).

Insights

Corporate Governance Analyst

TL;DR: Simple ownership correction; improves disclosure accuracy, no material impact on RFMZ valuation.

This Form 3/A only revises how RiverNorth Strategic Holdings reports its stake—170,683 common shares—by removing an earlier market-value entry. No change in the actual number of shares or control status is indicated, and no derivative or additional economic interests are revealed. Because the disclosure involves a relatively modest share count (percentage of fund shares not provided) and no transactional activity, it is administrative rather than market-moving. The amendment does, however, reinforce Section 16 compliance and transparency.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RiverNorth Strategic Holdings, LLC

(Last) (First) (Middle)

360 S. ROSEMARY AVE

SUITE 1420

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2024

3. Issuer Name and Ticker or Trading Symbol
RiverNorth Flexible Municipal Income Fund II, Inc. [ RFMZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Holding Co

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/26/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares of Beneficial Interest	170,683(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This is an amendment from the November 26, 2024 filing. The original filing had the market value of the shares in Box 2. This filing corrects that amount in Box 2 by disclosing the share amount only.

	/s/ Marc Collins	07/10/2025
	** 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 5 (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.

FAQ

What did RiverNorth Strategic Holdings report in the Form 3/A for RFMZ?

It reported direct ownership of 170,683 common shares of RiverNorth Flexible Municipal Income Fund II, Inc.

Why was the Form 3 amended on 07/10/2025?

The amendment corrects Box 2 of the 11/26/2024 filing, replacing an incorrect market-value figure with the proper share count.

Does the filing show any derivative securities held by RiverNorth Strategic Holdings?

No; Table II lists no options, warrants, or other derivative instruments.

What is the relationship of RiverNorth Strategic Holdings to RFMZ?

The firm is listed as an Officer (Holding Co) of the fund, not as a director or 10% beneficial owner.

What is the effective date of the ownership reported?

The ownership position is effective as of 11/22/2024.