WFC Form 4 PIMCO CALIFORNIA MUNICIPAL INCOME FUND II / FARGO & COMPANY/MN WELLS 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

WELLS FARGO & COMPANY/MN

(Last) (First) (Middle)

420 MONTGOMERY STREET

(Street)

SAN FRANCISCO CA 94163

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II [ PCK ]

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)
09/18/2018

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

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

	Form filed by One Reporting Person
X	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
Auction-Rate Preferred Shares	09/18/2018		J(1)(7)		404	D	(1)	0	I	By Subsidiary(7)(8)
Auction-Rate Preferred Shares	09/18/2018		J(2)(7)		37	D	(2)	0	I	By Subsidiary(7)(8)
Auction-Rate Preferred Shares	09/18/2018		J(3)(7)		139	D	(3)	0	I	By Subsidiary(7)(8)
Auction-Rate Preferred Shares	09/18/2018		J(4)(7)		365	D	(4)	0	I	By Subsidiary(7)(8)
Auction-Rate Preferred Shares	09/18/2018		J(5)(7)		331	D	(5)	0	I	By Subsidiary(7)(8)
Variable Rate MuniFund Term Preferred Shares	09/18/2018		J(6)(7)		343	A	(6)	343	I	By Subsidiary(7)(8)

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

1. Name and Address of Reporting Person^*

WELLS FARGO & COMPANY/MN

(Last) (First) (Middle)

420 MONTGOMERY STREET

(Street)

SAN FRANCISCO CA 94163

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WFC HOLDINGS CORP

(Last) (First) (Middle)

420 MONTGOMERY STREET

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Explanation of Responses:

1. The 404 auction-rate preferred shares reported as disposed of in Table I (the "ARP Shares") represent ARP Shares that were beneficially owned by WFC Holdings, LLC ("WFC Holdings") and EVEREN Capital Corporation ("EVEREN"). The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,250.00 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $0.00 per share).

2. The 37 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,253.31 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $3.31 per share).

3. The 139 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,261.29 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $11.29 per share).

4. The 365 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,255.09 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $5.09 per share).

5. The 331 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,259.99 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $9.99 per share).

6. The 343 variable rate munifund term preferred shares reported as acquired in Table I (the "VMTP Shares") represent VMTP Shares of which 23 VMTP Shares are beneficially owned by Wells Fargo Municipal Capital Strategies, LLC ("Capital Strategies"), 317 VMTP Shares are beneficially owned by WFC Holdings, and 3 VMTP Shares are beneficially owned by EVEREN. The VMTP Shares were acquired from the Issuer at a price of $100,000 per share. Following the tender of ARP Shares and the acquisition of the VMTP Shares, none of the reporting persons hold 10% or more of the preferred shares of the Issuer. Capital Strategies, WFC Holdings, and EVEREN are each a wholly owned subsidiary of Wells Fargo & Company ("Wells Fargo").

7. This statement is jointly filed by Wells Fargo and WFC Holdings. Wells Fargo holds an indirect interest in the securities listed in Table I (the "Securities") by virtue of its indirect ownership of its subsidiaries Capital Strategies and EVEREN, and its direct ownership of its subsidiary WFC Holdings.

8. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Remarks:

Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information

	WELLS FARGO & COMPANY, by: Lori Ward, /s/ Lori Ward	09/20/2018
	WFC HOLDINGS, LLC, by: George Wick, /s/George Wick	09/20/2018
	** 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.