(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. 670686500
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:
850
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
850
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
850 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):
60.93%
14.
Type of Reporting Person (See Instructions)
CO
2
SCHEDULE 13D
CUSIP No. 670686500
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:
850
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
850
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
850 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):
60.93%
14.
Type of Reporting Person (See Instructions)
CO
3
SCHEDULE 13D
CUSIP No. 670686500
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:
850
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
850
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
850 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):
60.93%
14.
Type of Reporting Person (See Instructions)
OO
4
SCHEDULE 13D
CUSIP No. 670686500
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:
850
9.
Sole Dispositive Power:
0
10.
Shared Dispositive Power:
850
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
850 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):
60.93%
14.
Type of Reporting Person (See Instructions)
BK
5
Item 1 Security and Issuer
This Amendment No. 1 (this “Amendment”) amends, as set forth below, amends the statement on Schedule 13D, dated July 13, 2023 and filed with the SEC on July 24, 2023 (the “Original Schedule 13D”), for for Toronto Dominion Investments, Inc. (“TDI”), Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”), TD Group US Holdings LLC (“TD GUS”), and The Toronto-Dominion Bank (“TD Bank”) (collectively, the “Reporting Persons”) with respect to the MuniFund Preferred Shares (CUSIP No. 670686500) (“MFP Shares”) of Nuveen Enhanced High Yield Municipal Bond Fund (the “Issuer” or the “Company”).
This Amendment is being filed as a result of the purchase of additional Series B MFP Shares (the “Additional MFP Shares”) of the Issuer in the amount of 500 shares purchased by TDI. In addition to the Additional MFP Shares, TDI holds 350 Series B MFP Shares.
Item 2 Identity and Background
Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
Item 3 Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“The Reporting Persons purchased an additional 500 Series B MFP Shares (the “Additional MFP Shares”) from the Issuer (the “Additional MFP Shares Purchase”).
The aggregate amount of funds used by the Reporting Persons for the Additional MFP Shares Purchase was approximately $50,000,000. The source of funds was the working capital of the Reporting Persons.”
Item 4 Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“TDI made the Additional MFP Shares Purchase for investment purposes. TDI acquired the Additional MFP Shares directly from the Company pursuant to the Additional Series B MuniFund Preferred Shares (MFP) Purchase Agreement, dated December 7, 2023, between the Issuer and TDI (the “Purchase Agreement”) as Purchaser, on their initial issuance for a purchase price of $50,000,000.
The Reporting Persons have not acquired the subject securities 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 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities ofthe Issuer
Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:
“The voting and consent rights on the Additional MFP Shares acquired in the Additional MFP Shares Purchase by TDI will be treated in the same manner as previously described in this Item 6.”
6
Item 7 Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits:
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
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
1 Hurontario St., Unit 2002
Mississauga, Ontario L5G 0A3
Karen E. Maidment
(Canadian Citizen)
Corporate Director and former Chief Financial and Administrative Officer
BMO Financial Group
92 Salisbury Avenue
Cambridge, Ontario N1S 1J5
12
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
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
Ajay K. Virmani
(Canadian Citizen)
President & CEO
Cargojet Inc.
2281 North Sheridan Way
Mississauga, Ontario L5K 2S3
Mary A. Winston
(U.S. Citizen)
CEO & Founder
WinsCo Enterprises Inc.
7804 Fairview Rd., Unit #325
Charlotte, NC 28226
13
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
Barbara Hooper
(Canadian Citizen)
Group Head, Canadian Business Banking, 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
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 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)
Group Head and Chief Financial Officer, TD Bank
66 Wellington St. W., 4th Floor
Toronto, Ontario MK5 1A2 Canada
14
SCHEDULE II
LITIGATION SCHEDULE
During the last five years, the The Toronto-Dominion Bank and its affiliates (the “TD Entities”) have not, and to the best knowledge of The TD Entities none of the executive officers, directors, or controlling persons of the TD Entities listed heterto on Schedule I 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.
15
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