bac15-67070x.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Nuveen Dividend Advantage Municipal Fund 3
(Name of Issuer)

AUCTION RATE PREFERRED
 (Title of Class of Securities)

67070X
(CUSIP Number)

October 5, 2011
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨           Rule 13d-1(b)
ý           Rule 13d-1(c)
¨           Rule 13d-1(d)

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).
 
 
 
CUSIP No.  67070X
 
SCHEDULE 13G


1
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bank of America Corporation                              56-0906609
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON
HC

 
 
CUSIP No.  67070X
 
SCHEDULE 13G

 
1
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bank of America, N.A.                                   94-1687665
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON
BK
 
 
 
 
 
CUSIP No.  67070X
 
SCHEDULE 13G



1
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blue Ridge Investments, L.L.C                                   56-1970824
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON
OO
 
 
 
 
 
 
CUSIP No.  67070X
 
SCHEDULE 13G


 
Item 1(a)
Name of Issuer:
 
 
Nuveen Dividend Advantage Municipal Fund 3 (“Issuer”)
 
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
 
333 West Wacker Dr.
 
 
Chicago, Illinois 60606
 
Item 2(a)
Name of Person Filing:

i.  
Bank of America Corporation (“BAC”)

ii.  
Bank of America, N.A. (“BANA”)

iii.  
Blue Ridge Investments, L.L.C. (“Blue Ridge”)
 
Item 2(b)
Address of Principal Business Office or, If None, Residence; Citizenship

The address of the principal business office of BAC is:
 
 
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

The address of the principal business office of BANA is:

101 South Tryon Street
Charlotte, North Carolina 28255

The address of the principal business office of Blue Ridge is:

214 North Tryon Street
Charlotte, North Carolina 28255
 
Item 2(c)
Citizenship
 
BAC -- Delaware
BANA -- United States
Blue Ridge -- Delaware
 
Item 2(d)
Title of Class of Securities:
 
 
Auction Rate Preferred
 
Item 2(e)
CUSIP Number:
 
 
67070X
 
Item 3.
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
 
 
Not applicable.
 
Item 4.                      Ownership
 
The number of shares reported herein represents combined holdings in multiple series of auction rate preferred securities of the issuer, which are treated herein as one class of securities.

(a)           Amount beneficially owned: See item 9 of cover pages

(b)           Percent of class: See item 11 of cover pages

(c)           Number of shares as to which the person has:

(i)           Sole power to vote or to direct the vote:

(ii)           Shared power to vote or to direct the vote:

(iii)           Sole power to dispose or to direct the disposition of:

(iv)           Shared power to dispose or to direct the disposition of:

See Items 5-8 of cover pages

Item 5.
Ownership of Five Percent or Less of a Class

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x.
 
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person
 
 
Not applicable.
 
Item 7.
Identification and Classification of Subsidiary Which Acquired the Security Being
 
 
Reported on by the Parent Holding Company or Control Person
 
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
 
BAC, through its wholly-owned subsidiaries, BANA, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Blue Ridge, is engaged in providing a diverse range of financial services and products.  Since settlements with the Securities and Exchange Commission and certain state agencies in 2008, Merrill Lynch and certain predecessors have worked with their customers and issuers of auction rate preferred securities to provide liquidity to the auction rate preferred securities market.  This has included purchasing auction rate preferred securities from their customers and working with issuers so that they are able to redeem outstanding auction rate preferred securities.
 
Item 9.
Notice of Dissolution of Group
 
 
Not applicable.
 
Item 10.
Certifications
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
CUSIP No.  67070X
 
SCHEDULE 13G


 
SIGNATURE
 
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. In addition, by signing below, the undersigned agrees that this amended Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
 

 
Dated:  October 13, 2011
 
 

 
BANK OF AMERICA CORPORATION

By:  /s/  Michael Didovic                                                      
     Name:  Michael Didovic
     Title:   Attorney-in-fact


BANK OF AMERICA, N.A.

By:  /s/  Michael Didovic                                                      
     Name:  Michael Didovic
     Title:   Director


BLUE RIDGE INVESTMENTS, L.L.C.


By:  /s/  John Hiebendahl                                                      
     Name:  John Hiebendahl
     Title:   Senior Vice President and Controller




 
 
 
CUSIP No.  67070X
 
SCHEDULE 13G


 
LIST OF EXHIBITS


Exhibit No.                                Description
99.1                                      Joint Filing Agreement.
 

 

 
 
 
CUSIP No.  67070X
 
SCHEDULE 13G


EXHIBIT 99.1
 
Joint Filing Agreement

 
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such amended Schedule 13G, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
 
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such amended Schedule 13G with respect to the auction rate preferred securities of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
 
 

 
Dated:  October 13, 2011
 
 

 
BANK OF AMERICA CORPORATION

By:  /s/  Michael Didovic                                                      
     Name:  Michael Didovic
     Title:   Attorney-in-fact


BANK OF AMERICA, N.A.

By:  /s/  Michael Didovic                                                      
     Name:  Michael Didovic
     Title:   Director


BLUE RIDGE INVESTMENTS, L.L.C.


By:  /s/  John Hiebendahl                                                      
     Name:  John Hiebendahl
     Title:   Senior Vice President and Controller