SEC FORM 4

SEC FORM 4 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^*

Soccio Phillip

(Last)

(First)

(Middle)

50 HUDSON YARDS

(Street)

NEW YORK

10001

(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)
04/12/2021

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

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⁾⁽²⁾⁽³⁾	04/12/2021		J⁽⁴⁾		885.71⁽²⁾⁽³⁾⁽⁴⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	885.71⁽²⁾⁽³⁾⁽⁴⁾	⁽⁴⁾	885.71	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. Phantom shares vest in equal installments on each of the first three anniversaries of the award. As previously reported on Form 4s dated February 4, 2019 and February 4, 2020, Phillip Soccio was previously granted 412.21 phantom shares and 940.1862 phantom shares, respectively, of BlackRock MuniYield Investment Quality Fund ("MFT") on January 31, 2019 and January 31, 2020, respectively, payable in cash upon vesting. As of April 9, 2021, Mr. Soccio held 816.874 phantom shares of MFT, which were comprised of 153.639 phantom shares granted on January 31, 2019 (with one annual vesting installment remaining), as reported on the Form 4 dated February 4, 2019, and 663.235 phantom shares granted on January 31, 2020 (with two annual vesting installments remaining), as reported on the Form 4 dated February 4, 2020.

3. (continued from footnote 2) The annual vesting schedule applicable to each portion of Mr. Soccio's MFT phantom shares was preserved with respect to the phantom shares of MUE (as defined below) that Mr. Soccio received in the Reorganization (as detailed below).

4. Effective as of April 12, 2021, MFT was reorganized into BlackRock Municipal Income Trust II. In the Reorganization, Mr. Soccio received phantom shares of BlackRock MuniHoldings Quality Fund II, Inc. ("MUE") having a value equal to the aggregate market price of the MFT common shares he held as of the close of business on April 9, 2021, calculated using a conversion ratio equal to the market price per common share of MFT relative to the market price per common share of MUE as of the close of business on April 9, 2021. As of April 9, 2021, MFT reported a market price per common share of $14.54 and MUE reported a market price per common share of $13.41. The conversion ratio for MFT's phantom shares was 1.08427. In the Reorganization, Mr. Soccio received 885.71 phantom shares of MUE in exchange for his 816.874 phantom shares of MFT.

Remarks:

	/s/ Gladys Chang as Attorney-in-Fact	05/12/2023
	** 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).
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SEC Form 4 filed by Soccio Phillip