Banc of America Preferred Funding Form 4 Change in insider ownership

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^*

BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)

BANK OF AMERICA CORPORATE CENTER

100 NORTH TRYON STREET

(Street)

CHARLOTTE NC 28255

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND [ AFB ]

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)
09/07/2023

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
Variable Rate MuniFund Term Preferred Shares	09/07/2023		J(1)(2)		3,531	D(1)	(1)	5,754	I	By Subsidiary(2)(3)

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^*

BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)

BANK OF AMERICA CORPORATE CENTER

100 NORTH TRYON STREET

(Street)

CHARLOTTE NC 28255

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Banc of America Preferred Funding Corp

(Last) (First) (Middle)

214 NORTH TRYON STREET

(Street)

CHARLOTTE NC 28255

(City) (State) (Zip)

Explanation of Responses:

1. The variable rate munifund term preferred shares (the "VMTP Shares") shown reported as disposed of in Table I represent VMTP Shares (Series 2018) of the Issuer (CUSIP No. 01864U502) that were beneficially owned by Banc of America Preferred Funding Corporation ("PFC"). The VMTP Shares (Series 2018) were disposed of as a result of a transfer coordinated by the Issuer to a subsequent owner who is unaffiliated with PFC for a purchase price equal to $25,042.38356 per share (which includes a liquidation preference of $25,000 per share and accrued dividends of $42.383563 per share). PFC also owns 5,754 VMTP Shares (Series 2019) previously acquired and reported on prior to the date of this filing (CUSIP No. 01864U601). PFC is a wholly owned subsidiary of Bank of America Corporation.

2. This statement is jointly filed by BAC and PFC. BAC held an indirect interest in the securities listed in Table I by virtue of its indirect ownership of PFC.

3. 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

	BANK OF AMERICA CORPORATION By: /s/ Michael Jentis	09/18/2023
	BANC OF AMERICA PREFERRED FUNDING CORPORATION By: /s/ Michael Jentis	09/18/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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