Phillip Soccio - Apr 12, 2021 Form 4 Insider Report for BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC. (MUE)

Signature
/s/ Gladys Chang as Attorney-in-Fact
Stock symbol
MUE
Transactions as of
Apr 12, 2021
Transactions value $
$0
Form type
4
Date filed
5/12/2023, 04:58 PM
Next filing
Feb 3, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MUE Phantom Shares Other +886 886 Apr 12, 2021 Common Stock 886 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.
F2 Phantom shares vest in equal installments on each of the first three anniversaries of the award. As previously reported on Form 4s dated February 4, 2019 and February 4, 2020, Phillip Soccio was previously granted 412.21 phantom shares and 940.1862 phantom shares, respectively, of BlackRock MuniYield Investment Quality Fund ("MFT") on January 31, 2019 and January 31, 2020, respectively, payable in cash upon vesting. As of April 9, 2021, Mr. Soccio held 816.874 phantom shares of MFT, which were comprised of 153.639 phantom shares granted on January 31, 2019 (with one annual vesting installment remaining), as reported on the Form 4 dated February 4, 2019, and 663.235 phantom shares granted on January 31, 2020 (with two annual vesting installments remaining), as reported on the Form 4 dated February 4, 2020.
F3 (continued from footnote 2) The annual vesting schedule applicable to each portion of Mr. Soccio's MFT phantom shares was preserved with respect to the phantom shares of MUE (as defined below) that Mr. Soccio received in the Reorganization (as detailed below).
F4 Effective as of April 12, 2021, MFT was reorganized into BlackRock Municipal Income Trust II. In the Reorganization, Mr. Soccio received phantom shares of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE") having a value equal to the aggregate market price of the MFT common shares he held as of the close of business on April 9, 2021, calculated using a conversion ratio equal to the market price per common share of MFT relative to the market price per common share of MUE as of the close of business on April 9, 2021. As of April 9, 2021, MFT reported a market price per common share of $14.54 and MUE reported a market price per common share of $13.41. The conversion ratio for MFT's phantom shares was 1.08427. In the Reorganization, Mr. Soccio received 885.71 phantom shares of MUE in exchange for his 816.874 phantom shares of MFT.