Christian Romaglino Form 4 BLACKROCK MUNIHOLDINGS QUALITY FUND II / Christian Romaglino 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

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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^*

Romaglino Christian

(Last)

(First)

(Middle)

55 EAST 52ND STREET

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC. [ MUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Portfolio Manager

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2022		M		535.014	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	535.014	D
Common Stock	01/31/2022		D		535.014	D	$12.68⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares	⁽¹⁾⁽⁵⁾	01/31/2022		A		544.164		⁽¹⁾⁽⁵⁾	⁽¹⁾⁽⁵⁾	Common Stock	544.164	$12.68	544.164	D
Phantom Shares	⁽¹⁾⁽²⁾	01/31/2022		M			158.2313	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	158.2313	⁽¹⁾⁽²⁾	316.4627	D
Phantom Shares	⁽¹⁾⁽³⁾	01/31/2022		M			174.8676	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	174.8676	⁽¹⁾⁽³⁾	174.8676	D
Phantom Shares	⁽¹⁾⁽⁴⁾	01/31/2022		M			201.9151	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	Common Stock	201.9151	⁽¹⁾⁽⁴⁾	0	D

Explanation of Responses:

1. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.

2. As previously reported on a Form 4 dated February 2, 2021, the Reporting Person was granted phantom shares on January 29, 2021 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

3. As previously reported on a Form 4 dated February 4, 2020, the Reporting Person was granted phantom shares on January 31, 2020 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

4. As previously reported on a Form 4 dated February 4, 2019, the Reporting Person was granted phantom shares on January 31, 2019 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

5. These phantom shares vest in equal installments on each of the first three anniversaries of the award.

Remarks:

	/s/ Gladys Chang as Attorney-in-Fact	02/02/2022
	** 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.

Christian Romaglino Form 4BLACKROCK MUNIHOLDINGS QUALITY FUND II / Christian Romaglino ownership change