BlackRock MuniHoldings California Quality Fund SC 13G/A / WELLS FARGO & COMPANY ownership change

BlackRock MuniHoldings California Quality Fund (MUC) SC 13G/ABLACKROCK MUNIHOLDINGS CALIFORNIA QUALITY FUND / WELLS FARGO & COMPANY ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

BlackRock MuniHoldings California Quality Fund, Inc.

(Name of Issuer)

Variable Rate Muni Term Preferred Shares

(Title of Class of Securities)

09254L701

(CUSIP Numbers)

May 3, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 09254L701

Person 1

Item 1.

(a) Name of issuer:

BlackRock MuniHoldings California Quality Fund, Inc.

(b) Address of issuer’s principal executive offices:

100 Bellevue Parkway, Mutual Fund Department, Wilmington, DE 19809

Item 2.

(a) Name of person filing:

Wells Fargo & Company

(b) Address or principal business office or, if none, residence:

420 Montgomery Street, San Francisco, CA 94104

Delaware

(d) Title of class of securities:

Variable Rate Muni Term Preferred Shares

(e) CUSIP No.:

09254L701

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ☐ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g) ☒ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j) ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 5,264

(b) Percent of class: 100.00%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 5,264

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 5,264

See Exhibit D.

Person 2

Item 1.

(a) Name of issuer:

BlackRock MuniHoldings California Quality Fund, Inc.

(b) Address of issuer’s principal executive offices:

100 Bellevue Parkway, Mutual Fund Department, Wilmington, DE 19809

Item 2.

(a) Name of person filing:

Wells Fargo Bank, National Association

(b) Address or principal business office or, if none, residence:

101 North Phillips Avenue, Sioux Falls, SD 57104

United States

(d) Title of class of securities:

Variable Rate Muni Term Preferred Shares

(e) CUSIP No.:

09254L701

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☒ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ☐ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j) ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 0

(b) Percent of class: 0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

See Exhibit D.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Exhibit A and Exhibit B.

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

WELLS FARGO & COMPANY

June 3, 2024

Date

/s/ Patricia Arce

Signature

Patricia Arce, Designated Signer

Name/Title

Exhibit A

EXPLANATORY NOTE

This Schedule 13G is filed by Wells Fargo & Company on its own behalf and on behalf of any subsidiaries listed in Exhibit B. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 9 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by its subsidiary, Wells Fargo Bank, National Association.

Exhibit B

The Schedule 13G to which this attachment is appended is filed by Wells Fargo & Company on behalf of the following subsidiaries:

Wells Fargo Bank, National Association (1)

(1)	Classified as a bank in accordance with Regulation 13d1(b)(1)(ii)(B).

Exhibit C

This Amendment No. 7 amends the Amendment No. 6 dated April 11, 2022 and filed with the SEC on May 10, 2022, which amended the Amendment No. 5 dated December 31, 2017 and filed with the SEC on January 29, 2018, which amended the Amendment No. 4 dated December 31, 2016 and filed with the SEC on January 24, 2017, which amended the Amendment No. 3 dated December 31, 2015 and filed with the SEC on January 27, 2016, which amended the Amendment No. 2 dated December 31, 2014 and filed with the SEC on February 6, 2015, which amended the Amendment No. 1 dated December 31, 2013 and filed with the SEC on March 26, 2014, which amended the statement on the Schedule 13G, dated December 31, 2012 and filed with the SEC on January 11, 2013 (the “Original Schedule 13G”) for Wells Fargo & Company (“Wells Fargo”) and Wells Fargo Bank, National Association (“WFBNA”) with respect to the variable rate muni term preferred shares (the “VMTP Shares”) of BlackRock MuniHoldings California Quality Fund, Inc. (the “Issuer”).

This Amendment is being filed as a result of the transfer by WFBNA of 5,264 VMTP Shares (CUSIP No. 09254L701), representing all the VMTP Shares owned by WFBNA, to Wells Fargo Municipal Capital Strategies, LLC (“Capital Strategies”) (the “Transfer”).

The 5,264 VMTP Shares (CUSIP No. 09254L701) held by Capital Strategies were reported in the Schedule 13D filing filed jointly by Wells Fargo and Capital Strategies with the United States Securities and Exchange Commission on May 7, 2024 and will no longer be reported in this Schedule 13G filing.

AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Bank, National Association.

Date: June 3, 2024


WELLS FARGO & COMPANY

By:		/s/ Patricia Arce
Patricia Arce, Designated Signer

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Alejandro Piekarewicz
Alejandro Piekarewicz, Director

Exhibit D

On March 22, 2012, WFBNA assigned certain preferred class voting rights on the VMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Voting Trust Agreement, dated March 22, 2012, among WFBNA, Lord Securities Corporation, as voting trustee (the “Voting Trustee”) and Institutional Shareholder Services Inc. (the “Voting Consultant”). Voting and consent rights on the VMTP Shares not assigned to the Voting Trust have been retained by WFBNA. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

NAMES OF REPORTING PERSONS

Wells Fargo & Company 41-0449260

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware