UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
BLACKROCK MUNIASSETS FUND, INC.
(Name of Issuer)

VARIABLE RATE DEMAND PREFERRED SHARES
(Title of Class of Securities)

09254J201
(CUSIP Number)

Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 11, 2024
(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. 09254J201

1
NAMES OF REPORTING PERSONS
 
 
Bank of America Corporation       56-0906609
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 ITEM 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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 
 


SCHEDULE 13D

CUSIP No. 09254J201

1
NAMES OF REPORTING PERSONS
 
 
Banc of America Preferred Funding Corporation       75-2939570
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 ITEM 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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


Item 1
Security and Issuer
 
This Amendment No. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 15, 2021 and filed with the SEC on December 23, 2021 (the "Original Schedule 13D"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate demand preferred shares ("VRDP Shares") of BlackRock MuniAssets Fund, Inc. (the "Issuer").
 
This Amendment is being filed to report a change in the Reporting Persons' ownership percentage of the Issuer as a result of an automatic tender of the Reporting Persons' 1,750 VRDP Shares (CUSIP No. 09254J201).

The Reporting Persons are currently analyzing their additional trading activity in securities of the Issuer and expect to file another Schedule 13D amendment as promptly as reasonably practicable once that analysis is complete.
 
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 1,750 VRDP Shares (CUSIP No. 09254J201) held by BAPFC were automatically tendered on April 11, 2024 for a price of $100,000 per share (the "Transaction") and as a result of the Transaction, the Reporting Persons no longer own any VRDP Shares (CUSIP No. 09254J201) of the Issuer."
 
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:
 
"As a result of the Transaction, the Reporting Persons no longer own any VRDP Shares (CUSIP No. 09254J201) of the Issuer."
 
Item 5  
Interest in Securities of the Issuer
 
Paragraphs (d) and (e) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety with the following:
 
"(d)   Not applicable
 
(e)   On April 11, 2024, as a result of the Transaction, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."
 
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 inserting the following exhibits in their place:
 
"Exhibit
Description of Exhibit
   
99.1
Joint Filing Agreement
   
99.2
Limited Power of Attorney"


SIGNATURES
 
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.
 
Date:   April 12, 2024
 
 
BANK OF AMERICA CORPORATION



By:
/s/ Michael Jentis

Name: Michael Jentis

Title:  Attorney-in-fact

   

BANC OF AMERICA PREFERRED FUNDING CORPORATION
       

By
/s/ Michael Jentis

Name: Michael Jentis

Title:  Authorized Signatory


LIST OF EXHIBITS
 
Exhibit
Description of Exhibit
   
Joint Filing Agreement
   
Limited Power of Attorney


SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation.  The business address of each of the executive officers and directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.

Name
 
Position with Bank of
America Corporation
 
Principal Occupation
Brian T. Moynihan
 
Chairman of the Board, Chief Executive Officer and Director
 
Chairman of the Board and Chief Executive Officer of Bank of America Corporation
Paul M. Donofrio
 
Vice Chair
 
Vice Chair of Bank of America Corporation
Thong M. Nguyen
 
Vice Chair, Head of Global Strategy & Enterprise Platforms
 
Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
Catherine P. Bessant
 
Vice Chair, Global Strategy
 
Vice Chair, Global Strategy of Bank of America Corporation
Bruce R. Thompson
 
Vice Chair, Head of Enterprise Credit
 
Vice Chair, Head of Enterprise Credit of Bank of America Corporation
Dean C. Athanasia
 
President, Regional Banking
 
President, Regional Banking of Bank of America Corporation
James P. DeMare
 
President, Global Markets
 
President, Global Markets of Bank of America Corporation
Kathleen A. Knox
 
President, The Private Bank
 
President, The Private Bank of Bank of America Corporation
Matthew M. Koder
 
President, Global Corporate and Investment Banking
 
President, Global Corporate and Investment Banking of Bank of America Corporation
Bernard A. Mensah
 
President, International; CEO, Merrill Lynch International
 
President, International of Bank of America Corporation and CEO, Merrill Lynch International
Lindsay DeNardo Hans
 
President, Co-Head Merrill Wealth Management
 
President, Co-Head Merrill Wealth Management of Bank of America Corporation
Eric Schimpf
 
President, Co-Head Merrill Wealth Management
 
President, Co-Head Merrill Wealth Management of Bank of America Corporation
Aditya Bhasin
 
Chief Technology and Information Officer
 
Chief Technology and Information Officer of Bank of America Corporation
D. Steve Boland
 
Chief Administrative Officer
 
Chief Administrative Officer of Bank of America Corporation
Alastair Borthwick
 
Chief Financial Officer
 
Chief Financial Officer of Bank of America Corporation


Sheri Bronstein
 
Chief Human Resources Officer
 
Chief Human Resources Officer of Bank of America Corporation
Geoffrey Greener
 
Chief Risk Officer
 
Chief Risk Officer of Bank of America Corporation
Thomas M. Scrivener
 
Chief Operations Executive
 
Chief Operations Executive of Bank of America Corporation
Lauren A. Mogensen
 
Global General Counsel
 
Global General Counsel of Bank of America Corporation
Lionel L. Nowell, III
 
Lead Independent Director
 
Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
Sharon L. Allen
 
Director
 
Former Chairman of Deloitte LLP
Jose E. Almeida
 
Director
 
Chairman, President and Chief Executive Officer of Baxter International Inc.
Pierre J.P. de Weck1
 
Director
 
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
Arnold W. Donald
 
Director
 
Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
Linda P. Hudson
 
Director
 
Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
Monica C. Lozano
 
Director
 
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.; Lead Independent Director, Target Corporation
Denise L. Ramos
 
Director
 
Former Chief Executive Officer and President of ITT Inc.
Clayton S. Rose
 
Director
 
President of Bowdoin College
Michael D. White
 
Director
 
Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
Thomas D. Woods2
 
Director
 
Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
Maria T. Zuber
 
Director
 
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT


1 Mr. de Weck is a citizen of Switzerland.
2 Mr. Woods is a citizen of Canada.

The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation.  The business address of each of the executive officers and directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.

Name
 
Position with Banc of America Preferred Funding Corporation
 
Principal Occupation
John J. Lawlor
 
Director and President
 
Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
Edward H. Curland
 
Director and Managing Director
 
Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
James Duffy
 
Managing Director
 
Director; MBAM BFO, The CFO Group
of  Bank of America, National Association
Michael I. Jentis
 
Managing Director
 
Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
Mona Payton
 
Managing Director
 
Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
Edward J. Sisk
 
Director and Managing Director
 
Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
John B. Sprung
 
Director
 
Corporate Director
David A. Stephens
 
Director and Managing Director
 
Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association


SCHEDULE II
 
LITIGATION SCHEDULE
 
Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. ("BofA Securities," successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.  Certain of such proceedings have resulted in findings of violations of federal or state securities laws.  Such proceedings are reported and summarized in the BofA Securities Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.