Bofa Securities 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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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^*

BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)

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)
06/06/2024

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 Muni Term Preferred Shares(1)	06/06/2024	06/06/2024	J(1)		5,754(1)	D	(1)	0	I	By Subsidiary(2)(3)(5)
Common Stock	06/06/2024	06/06/2024	S		1,600	D	$10.89	0	I	By Subsidiary(2)(4)(5)
Common Stock	06/07/2024	06/07/2024	P		1,600	D	$10.87	0	I	By Subsidiary(2)(4)(5)

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)

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)

1. Name and Address of Reporting Person^*

BOFA SECURITIES, INC.

(Last) (First) (Middle)

ONE BRYANT PARK

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. The 5,754 2019 VMTPS Variable Rate Muni Term Preferred Shares ("VMTP Shares") (CUSIP No. 46132H601) reported as disposed of in Table I represent shares that were beneficially owned by Banc of America Preferred Funding Corporation ("BAPFC"). The 5,754 VMTP Shares held by BAPFC were redeemed by the Issuer on June 06, 2024, as described in the Notice of Intention to Redeem Securities, N-23C-2, filed by AllianceBernstein National Municipal Income Fund. Inc with the SEC on May 15, 2024, for a redemption price of $25,014.5833003128259 per share (which includes a liquidation preference of $25,000.00 per share and final accumulated but unpaid dividends of $14.5833003128259 per share). BAPFC is a wholly owned subsidiary of Bank of America Corporation.

2. This statement is jointly filed by Bank of America Corporation, BAPFC and BofA Securities Inc. Each reporting person is currently analyzing additional trading activity and expect to file another Form 4 as promptly as reasonably practicable once that analysis is complete.

3. Bank of America Corporation held an indirect interest in the securities listed in Table I by virtue of its indirect ownership of its subsidiary BAPFC.

4. Bank of America Corporation held an indirect interest in the securities listed in Table I by virtue of its indirect ownership of its subsidiary BofA Securities Inc.

5. 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

	/ s / Andres Ortiz (BANK OF AMERICA CORP)	06/10/2024
	/ s / Andres Ortiz (Banc of America Preferred Funding Corp)	06/10/2024
	/ s / Andres Ortiz (BofA Securities, Inc.)	06/10/2024
	** Signature of Reporting Person	Date
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