[Form 4/A] RiverNorth Flexible Municipal Income Fund II, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Insider activity: On 17 Jul 2025 Portfolio Manager Steve O’Neill purchased three open-market lots totaling 5,000 common shares of RiverNorth Flexible Municipal Income Fund II (RFMZ) at an average price of $12.60, raising his direct holding to 25,000 shares (≈ $63 k value). This Form 4/A amends the 18 Jul 2025 submission only to correct the issuer name; share data remain unchanged.

• Transaction code: P (purchase); no derivatives reported
• Ownership form: Direct
• Insider role: Officer—Portfolio Manager

While modest relative to the fund’s float, continual insider buying often signals management confidence and helps align interests with shareholders.

Insights

Financial Analyst

TL;DR: Small insider buy (5k shares, $63k) shows marginal confidence; limited impact on valuation.

The purchase adds 25% to O’Neill’s personal stake but remains immaterial to fund assets. Open-market buying (code P) is generally viewed positively, yet size and lack of multiple insiders temper the signal. Amendment corrects issuer name, indicating administrative, not economic, change. Overall market impact should be negligible.

Corporate Governance Specialist

TL;DR: Filing correction resolves clerical error; governance risk minimal.

The sole purpose of the Form 4/A is to fix a misidentified issuer. Such prompt self-correction limits regulatory exposure and reflects adequate compliance processes. Insider buying aligns management with investors, though scale is too small to alter control dynamics.

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Neill Stephen Andrew

(Last) (First) (Middle)

360 S. ROSEMARY AVE.

SUITE 1420

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Portfolio Manager

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/18/2025

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 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
Common Shares of Beneficial Interest	07/17/2025	07/17/2025	P		2,065	A	$12.59	22,065	D
Common Shares of Beneficial Interest	07/17/2025	07/17/2025	P		2,000	A	$12.6298	24,065	D
Common Shares of Beneficial Interest	07/17/2025	07/17/2025	P		935	A	$12.5843	25,000	D

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

Explanation of Responses:

Remarks:

On July 18th, 2025, the reporting person filed a Form 4 containing an erroneous issuer, RiverNorth Managed Duration Municipal Income Fund II, Inc., instead of RiverNorth Flexible Municipal Income Fund II, Inc. This amendment is being filed solely to correct the Issuer listed in the reporting person's statement of changes in beneficial ownership.

	Steve O'Neill	07/21/2025
	** 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 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.

FAQ

How many RFMZ shares did Steve O’Neill buy on 17 Jul 2025?

He bought 5,000 common shares in three separate open-market transactions.

What prices did the insider pay for RFMZ shares?

The shares were purchased at $12.59, $12.6298 and $12.5843 per share.

What is Steve O’Neill’s total RFMZ ownership after the transactions?

His direct holding rose to 25,000 common shares.

Why was the RFMZ Form 4 amended?

The Form 4/A corrects the issuer name; no changes were made to the share data.

What is Steve O’Neill’s relationship to RFMZ?

He is an Officer (Portfolio Manager) of RiverNorth Flexible Municipal Income Fund II.