(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
*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 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).
SCHEDULE 13D
CUSIP No. 092481308
1.
Names of Reporting Persons
Toronto Dominion Investments, Inc. 36-2998941
2.
Check the Appropriate Box if a member of a Group (see instructions)
a. ☐
b. ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions):
WC
5.
Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☐
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7.
Sole Voting Power:
0
8.
Shared Voting Power:
116
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
116
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
116 shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
13.
Percent of Class Represented by Amount in Row (11):
100%
14.
Type of Reporting Person (See Instructions)
CO
2
SCHEDULE 13D
CUSIP No. 092481308
1.
Names of Reporting Persons
Toronto Dominion Holdings (U.S.A.), Inc. 58-1495511
2.
Check the Appropriate Box if a member of a Group (see instructions)
a. ☐
b. ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions):
WC
5.
Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☐
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7.
Sole Voting Power:
0
8.
Shared Voting Power:
116
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
116
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
116 shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
13.
Percent of Class Represented by Amount in Row (11):
100%
14.
Type of Reporting Person (See Instructions)
CO
3
SCHEDULE 13D
CUSIP No. 092481308
1.
Names of Reporting Persons
TD Group US Holdings LLC 47-4435262
2.
Check the Appropriate Box if a member of a Group (see instructions)
a. ☐
b. ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions):
WC
5.
Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☐
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7.
Sole Voting Power:
0
8.
Shared Voting Power:
116
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
116
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
116 shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
13.
Percent of Class Represented by Amount in Row (11):
100%
14.
Type of Reporting Person (See Instructions)
OO
4
SCHEDULE 13D
CUSIP No. 092481308
1.
Names of Reporting Persons
The Toronto-Dominion Bank 13-5640479
2.
Check the Appropriate Box if a member of a Group (see instructions)
a. ☐
b. ☒
3.
SEC Use Only
4.
Source of Funds (See Instructions):
WC
5.
Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☐
6.
Citizenship or Place of Organization
Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7.
Sole Voting Power:
0
8.
Shared Voting Power:
116
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
116
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 116 shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
13.
Percent of Class Represented by Amount in Row (11): 100%
14.
Type of Reporting Person (See Instructions)
BK
5
Item 1 Security and Issuer
This Statement on Schedule 13D (this “Statement”) relates to the purchase of 116 Series W-7 Variable Rate Demand Preferred Shares (CUSIP No. 092481308) (“VRDP Shares”) of BlackRock Virginia Municipal Bond Trust (the “Issuer” or the “Company”). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VRDP Shares by TDI (as defined below). The Issuer’s principal executive offices are located at 100 Bellevue Parkway, Wilmington, Delaware 19808.
Item 2 Identity and Background
(a) This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
I.
Toronto Dominion Investments, Inc. (“TDI”), a Delaware corporation
ii.
Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”) a Delaware corporation
iii.
TD Group US Holdings LLC (“TD GUS”) a Delaware limited liability company
iv.
The Toronto-Dominion Bank (“TD”) a Canadian chartered bank
This Statement relates to the VRDP Shares that were purchased for the account of TDI.
(b) The address of the principal business office of TDI is:
1 Vanderbilt Avenue
New York, New York 10017
The address of the principal business office of TDH is:
1 Vanderbilt Avenue
New York, New York 10017
The address of the principal business office of TD GUS is:
251 Little Falls Drive
Wilmington, Delaware 19808
The address of the principal business office of TD is:
Toronto-Dominion Centre
P.O. Box 1
Toronto, Ontario, Canada M5k 1A2
(c) TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. TDI’s principal business is limited to lending and investing.
Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.
6
(d) During the last five years, the Reporting Persons have not, and to the best knowledge of the Reporting Persons none of the Listed Persons have, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $11,600,000. The source of funds was the working capital of the Reporting Persons.
The Reporting Persons declare 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 Act 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 Company.
Item 4 Purpose of the Transaction
TDI has purchased the VRDP Shares for investment purposes. TDI acquired the VRDP Shares in an open market transaction for an aggregate purchase price of $11,600,000.
The Reporting Persons have not acquired the VRDP Shares with any purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect.
Item 5 Interest in Securities of the Issuer
(a) - (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
As of June 16, 2020, the Reporting Persons beneficially owned an aggregate of 116 VRDP Shares representing 100% of the outstanding VRDP Shares of the Issuer. The 116 VRDP Shares reported herein consist of 116 VRDP Shares over which TDI is the record and beneficial owner. TDH is the sole owner of TDI and accordingly beneficially owns the VRDP Shares held by TDI. TD GUS is the sole owner of TDH and accordingly beneficially owns the VRDP Shares held by TDI. TD is the sole owner of TD GUS and accordingly beneficially owns the VRDP Shares held by TDI.
(c) There have been no transactions in the VRDP Shares that were effected during the past sixty days by the Reporting Persons other than as reported in this Statement.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VRDP Shares that may be deemed to be beneficially owned by the Reporting Persons.
(e) Not applicable.
7
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities ofthe Issuer
The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VRDP Shares owned by TDI, on June 16, 2020, TDI assigned certain voting rights on the VRDP Shares to a voting trust (the “Voting Trust”) created pursuant to the Special Rate Period Voting Trust Agreement, dated as of January 26, 2017, among TDI, Lord Securities Corporation, as voting trustee (the “Voting Trustee”) and Glass Lewis & Co., LLC (the “Voting Consultant”). Voting rights on the VRDP Shares not assigned to the Voting Trust have been retained by TDI. The Voting Trust provides that, with respect to voting matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting matters and makes a recommendation to the Voting Trustee on voting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote.
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.
The following sets forth the name, title and present principal occupation of each executive officer and director of TD.
THE TORONTO-DOMINION BANK
DIRECTORS
Name
Principal Occupation or Employment
Cherie L. Brant
(Canadian Citizen)
Partner
Borden Ladner Gervais LLP
22 Adelaide St West, Suite 3400
Toronto, Ontario M5H 4E3
Amy W. Brinkley
(U.S. Citizen)
Consultant
AWB Consulting, LLC
2225 Sharon Lane
Charlotte, North Carolina 28211
Brian C. Ferguson
(Canadian Citizen)
Corporate Director and former President & Chief Executive Officer
Cenovus Energy Inc.
600 Princeton Way SW#505
Calgary, Alberta T2P 5N4
Colleen A. Goggins
(U.S. Citizen)
Corporate Director and retired Worldwide Chairman,
Consumer Group, Johnson & Johnson
7 Constitution Hill East
Princeton, New Jersey 08540
Jean-René Halde
(Canadian Citizen)
Corporate Director and retired President and Chief Executive Officer,
Business Development Bank of Canada
2813 rue des Outardes
Saint-Laurent, Quebec H4R 0H5
David E. Kepler
(U.S. Citizen)
Corporate Director and retired Executive Vice President, The Dow Chemical Company
912 Turtle Cove
Sanford, Michigan 48657
Brian M. Levitt
(Canadian Citizen)
Chairman of the Board
The Toronto-Dominion Bank
P.O. Box 1, TD Bank Tower
66 Wellington Street West, 4th Floor
Toronto, Ontario M5K 1A2
Alan N. MacGibbon
(Canadian Citizen)
Corporate Director and retired Managing Partner and Chief Executive of Deloitte LLP
15 Birkbank Drive
Oakville, Ontario L6J 4Z1
13
Karen E. Maidment
(Canadian Citizen)
Corporate Director and former Chief Financial and Administrative Officer
BMO Financial Group
92 Salisbury Avenue
Cambridge, Ontario N1S 1J5
Bharat B. Masrani
(Canadian and British Citizen)
Group President and Chief Executive Officer
The Toronto-Dominion Bank
P.O. Box 1, TD Bank Tower
66 Wellington Street West, 4th Floor
Toronto, Ontario M5K 1A2
Nadir H. Mohamed
(Canadian Citizen)
Corporate Director and former President and Chief Executive Officer,
Rogers Communications Inc.
Goodmans LLP
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Claude Mongeau
(Canadian Citizen)
Corporate Director and former President and Chief Executive Officer, Canadian National Railway
Company
195 Maplewood Ave.
Outremont, Quebec H2V 2M6
S. Jane Rowe
(Canadian Citizen)
Vice Chair, Investments
Ontario Teachers’ Pension Plan Board
5650 Yonge Street
Toronto, Ontario M2M 4H5
Nancy G. Tower
(Canadian Citizen)
Former President & Chief Executive Officer, Tampa Electric Company
1550 Dresden Row, Unit 1605
Halifax, Nova Scotia, Canada B3J 4A2
14
EXECUTIVE OFFICERS
Name
Principal Occupation or Employment
Bharat B. Masrani
(Canadian and British Citizen)
Group President and Chief Executive Officer, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Riaz Ahmed
(Canadian Citizen)
President and CEO of TD Securities, Group Head, Wholesale Banking, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Ajai K. Bambawale
(Canadian Citizen)
Group Head and Chief Risk Officer, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Raymond Chun
(Canadian Citizen)
Group head, Wealth and Insurance, TD Bank Group
161 Bay Street, 35th Floor
Toronto, Ontario M5J 2T2 Canada
Paul C. Douglas
(Canadian Citizen)
Group Head, Canadian Business Banking, TD Bank Group
100 Wellington Street West, 27th Floor, TD West Tower
Toronto, Ontario M5K 1A2 Canada
Barbara Hooper
(Canadian Citizen)
Senior Executive Vice President, Treasury and Enterprise Strategy, TD Bank
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Greg Keeley
(U.S. Citizen)
Senior Executive Vice President, Platforms & Technology, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Kenneth W. Lalonde
(Canadian Citizen)
Senior Executive Vice President and
Chief Human Resources Officer, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Jane A. Langford
(Canadian Citizen)
Executive Vice President and General Counsel, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Christine Morris
(Canadian Citizen)
Senior Executive Vice President, Transformation, Enablement and Customer Experience
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
15
Anita O’Dell
(U.S. Citizen)
Senior Vice President and Chief Auditor, TD Bank Group
US Audit Admin 200 Carolina Point Pkwy, Bldg B
Greenville, SC 29607 SC1-009-415
Michael G. Rhodes
(U.S. Citizen)
Group Head, Canadian Personal Banking, TD Bank Group
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
Leovigildo Salom
(U.S. Citizen)
Group Head, U.S. Retail and CEO
TD Bank and President and CEO, TD Bank, America’s Most Convenient Bank®
1701 Route 70 East, 2nd Floor
Cherry Hill, Camden, NJ 08003
Kelvin Vi Luan Tran
(Canadian Citizen)
Senior Executive Vice President and Chief Financial Officer, TD Bank
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
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