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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

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PUTNAM MUNICIPAL OPPORTUNITIES TRUST
(Name of Subject Company (Issuer))

 

 

746922-30-1

746922-40-0

(CUSIP Number of Class of Securities)

 

 

with copies to:

 

 

CALCULATION OF FILING FEE

 

(a)	Calculated as the aggregate maximum purchase price to be paid for 3,417 Series B shares and 3,737 Series C shares in the offer, based upon a price of 89.75% of the liquidation preference of $25,000 per share (or $22,437.50 per share).

 

(b)	Calculated at $115.90 per $1,000,000 of the Transaction Valuation.

 

[X]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

[   ]

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

[   ]

third party tender offer subject to Rule 14d-1.

[X]	issuer tender offer subject to Rule 13e-4.

[   ]

going-private transaction subject to Rule 13e-3.

[   ]

amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

[   ]

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

[   ]

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

SCHEDULE TO

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission by Putnam Municipal Opportunities Trust, a closed-end investment company registered under the Investment Company Act of 1940, as amended, and organized as a Massachusetts business trust (“PMO”), on July 10, 2017, as amended by Amendment No. 1 filed on August 7, 2017, in connection with PMO’s offer to purchase, for cash, up to 100% of its outstanding Remarketed Preferred Shares, Series B and C (the “Preferred Stock”), at a price per share equal to 89.75% of the liquidation preference of $25,000 per share (or $22,437.50 per share), subject to the terms and conditions set forth in the Offer to Purchase dated July 10, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively.

 

This Amendment is the final amendment to the Schedule TO and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Filed herewith as Exhibit (a)(5)(iv) and incorporated by reference is a copy of the press release issued by PMO dated August 10, 2017, announcing the results of its Offer.

 

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

 

 

SIGNATURE

 

After due 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: August 10, 2017

EXHIBIT INDEX

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*	Previously filed.

**	Filed herewith.