Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND

(Name of Issuer)

 

Common Shares, $0.10 par value

(Title of Class of Securities)

 

09255G107

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

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

October 9, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 6 Pages)

______________________________

* 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 on 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).

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CUSIP No.  09255G107

SCHEDULE 13D/A

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Saba Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,218,894
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,218,894
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,218,894
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.13%
14	TYPE OF REPORTING PERSON PN; IA

The percentages used herein are calculated based upon 12,949,630 shares of common stock outstanding as of 7/31/24, as disclosed in the company's N-CSR filed 10/3/24

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CUSIP No.  09255G107

SCHEDULE 13D/A

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON Boaz R. Weinstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,218,894
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,218,894
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,218,894
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.13%
14	TYPE OF REPORTING PERSON IN

The percentages used herein are calculated based upon 12,949,630 shares of common stock outstanding as of 7/31/24, as disclosed in the company's N-CSR filed 10/3/24

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CUSIP No.  09255G107

SCHEDULE 13D/A

Page 4 of 6 Pages

1	NAME OF REPORTING PERSON Saba Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,218,894
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,218,894
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,218,894
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.13%
14	TYPE OF REPORTING PERSON OO

The percentages used herein are calculated based upon 12,949,630 shares of common stock outstanding as of 7/31/24, as disclosed in the company's N-CSR filed 10/3/24

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CUSIP No.  09255G107

SCHEDULE 13D/A

Page 5 of 6 Pages

Item 1.	SECURITY AND ISSUER
	This Amendment No. 11 amends and supplements the statement on Schedule 13D filed with the SEC on 1/30/23, as Amended by Amendment No. 1 filed 5/15/23, Amendment No 2 filed 5/24/23, Amendment No. 3 filed 6/8/23, Amendment No. 4 filed 8/30/23, Amendment No. 5 filed 9/28/23, Amendment No. 6 filed 10/25/23, Amendment No. 7 filed 12/18/23, Amendment No. 8 filed 2/20/24, Amendment No. 9 filed 4/15/24, and Amendment No. 10 filed 5/21/24; with respect to the common shares of BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND. This Amendment No. 11 amends Items 4 and 7 as set forth below.

Item 4.	PURPOSE OF TRANSACTION
	Item 4 is hereby amended and supplemented as follows: On October 9, 2024, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer's shareholders at the Issuer's 2025 annual meeting of shareholders, to terminate the management agreement, and any other advisory agreements, between the Issuer and BlackRock Advisors, LLC (such letter, the "Management Agreement Termination Proposal Letter"). The foregoing summary of the Management Agreement Termination Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Agreement Termination Proposal Letter, a copy of which is attached as Exhibit 4 and is incorporated by reference herein.
Item 7.	MATERIAL TO BE FILED AS EXHIBITS

Exhibit 4:

Management Agreement Termination Proposal Letter.

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CUSIP No.  09255G107

SCHEDULE 13D/A

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  October 11, 2024

	SABA CAPITAL MANAGEMENT, L.P. By:  /s/ Michael D'Angelo
	Name: Michael D'Angelo Title: Chief Compliance Officer
	SABA CAPITAL MANAGEMENT GP, LLC By:  /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory
	BOAZ R. WEINSTEIN By:  /s/ Michael D'Angelo
	Name: Michael D'Angelo
	Title: Attorney-in-fact*
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

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Exhibit 4

October 9, 2024

Via Electronic Mail and Courier

Ms. Janey Ahn, Secretary

c/o Blackrock, Inc.

50 Hudson Yards

New York, NY 10001

Re: BlackRock MuniYield Pennsylvania Quality Fund (the "Fund")

Dear Ms. Ahn,

Saba Capital Management, L.P. ("Saba") is the investment adviser to Saba Capital Master Fund, Ltd. (the "Proponent"), the owner of 394,481 shares of common stock, par value $0.10 per share of the Fund (the "Common Shares"). The Proponent has held Common Shares representing a market value of $25,000 or more continuously for more than one year prior to and including the date hereof.

In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Saba, on behalf of the Proponent, submits the following proposal for presentation to the Fund's stockholders at the Fund's 2025 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").

The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:

PROPOSAL

RESOLVED, that the amended and restated investment management agreement between BlackRock MuniYield Pennsylvania Quality Fund (the "Fund") and BlackRock Advisors, LLC (the "Manager"), dated April 13, 2015, as since amended or novated (the "Management Agreement"), and any other advisory and management agreements between the Fund and the Manager, including any sub-investment advisory agreement(s) between or among the Fund, the Manager and its affiliates, successors or assigns, each as since amended or novated, shall be terminated by the Fund, pursuant to the right of stockholders as embodied in Section 12 of the Management Agreement and Section 15(a)(3) of the Investment Company Act of 1940, such termination to be effective no more than sixty days following the date hereof.

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END OF PROPOSAL

Saba hereby represents that the Proponent has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting.  A letter from the Proponent's broker confirming the above ownership is attached as Exhibit A hereto.

In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal.  The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in New York, are between 9:00 a.m. and 5:30 p.m. ET, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:

• October 21, 2024, between 9 a.m. and 11 a.m. ET
• October 22, 2024, between 9 a.m. and 11 a.m. ET
• October 28, 2024, between 9 a.m. and 11 a.m. ET
• October 29, 2024, between 9 a.m. and 11 a.m. ET

The Proponent's contact information is as follows:

c/o Saba Capital Management, L.P.

405 Lexington Avenue, 58^th Floor

New York, New York 10174

Attn: Michael D'Angelo

Email: [e-mail]

In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:

Schulte Roth & Zabel LLP

919 Third Avenue, Suite 2300

New York, New York 10022

Attn: Eleazer Klein and Abraham Schwartz

Email: [e-mail]

Email: [e-mail]

Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.

Thank you for your time and consideration.

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	Sincerely,
	By:	Saba Capital Management, L.P.
		Name: Michael D'Angelo Title: Chief Operating Officer and General Counsel
	cc:	The Board of Trustees of the Fund

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