BlackRock MuniHoldings Fund (MHD) Form 4 BLACKROCK MUNIHOLDINGS FUND / Chase Bank, N.A. JPMorgan ownership change

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

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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^*

JPMorgan Chase Bank, N.A.

(Last) (First) (Middle)

1111 POLARIS PARKWAY

(Street)

COLUMBUS OH 43240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIHOLDINGS FUND, INC. [ MHD ]

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)
03/08/2021

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

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
Series W-7 Variable Rate Muni Term Preferred Shares	03/08/2021		J(1)		2,641	A(1)	(1)	3,478(2)	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:

1. In connection with the reorganization of BlackRock Municipal Income Investment Quality Trust, BlackRock Municipal Bond Trust, BlackRock MuniHoldings Fund II, Inc. and BlackRock MuniHoldings Quality Fund, Inc. (collectively, the "Target Funds") into the Issuer, 2,641 Series W-7 Variable Rate Muni Term Preferred Shares ("VMTP Shares") of the Target Funds beneficially owned by JPMorgan Chase Bank, National Association ("JPMCB") were exchanged for an equal number of VMTP Shares of the Issuer in a cashless transaction. The 2,641 shares reported as acquired in Table I represent shares beneficially owned by JPMCB.

2. In addition to the 2,641 VMTP Shares reported as acquired in Table I above by JPMCB, JPMCB holds 837 VMTP Shares of the Issuer. The 837 VMTP Shares were previously acquired by JPMCB as reported in the Form 3 filing filed by JPMCB with the United States Securities and Exchange Commission filed December 28, 2011.

Remarks:

	/s/ Sean Saroya	03/10/2021
	** Signature of Reporting Person	Date
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