SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

PUTNAM MANAGED MUNICIPAL INCOME TRUST (Name of Subject Company (Issuer))

Remarketed Preferred Shares, Series A and C, Without Par(Title of Class of Securities)

746823-20-2

746823-40-0

(CUSIP Number of Class of Securities)

Robert T. Burns, Vice PresidentOne Post Office SquareBoston, Massachusetts 02109(617) 292-1000(Name, address and telephone number of person authorizedto receive notices and communications on behalf of filing persons)

with copies to:

Bryan Chegwidden, Esq.Ropes & Gray LLP1211 Avenue of the AmericasNew York, New York 10036

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$110,841,250 (a)	$12,846.50 (b)

(a) Calculated as the aggregate maximum purchase price to be paid for 245 Series A shares and 1,980 Series C shares in the offer, based upon a price of 89.75% of the liquidation preference of $100,000 per share (or $89,750.00 per share) in the case of Series A and $50,000 per share (or $44,875.00 per share) in the case of Series C.

(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.

Amount Previously Paid: $12,846.50	Filing Party: Putnam Managed Municipal Income Trust
Form or Registration No.: Schedule TO	Date Filed: July 10, 2017

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[   ] 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)

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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 Managed Municipal Income Trust, a closed-end investment company registered under the Investment Company Act of 1940, as amended, and organized as a Massachusetts business trust (“PMM”), on July 10, 2017, as amended by Amendment No. 1 filed on August 7, 2017, in connection with PMM’s offer to purchase, for cash, up to 100% of its outstanding Remarketed Preferred Shares, Series A and C (the “Preferred Stock”), at a price per share equal to 89.75% of the liquidation preference of $100,000 per share (or $89,750.00 per share) in the case of Series A and $50,000 per share (or $44,875.00 per share) in the case of Series C, 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 PMM dated August 10, 2017, announcing the results of its Offer.

ITEM 12. Exhibits.

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

(a)(5)(iv) Press release dated August 10, 2017 announcing the results of the Offer.

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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.

PUTNAM MANAGED MUNICIPAL INCOME TRUST
By:	/s/ Robert T. Burns
Name:	Robert T. Burns
Title:	Vice President

Date: August 10, 2017

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EXHIBIT INDEX

Exhibit No.	Document
(a)(1)(i)*	Offer to Purchase dated July 10, 2017.
(a)(1)(ii)*	Form of Letter of Transmittal.
(a)(1)(iii)*	Form of Notice of Guaranteed Delivery.
(a)(1)(iv)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(i)*	Press Release issued on May 25, 2017 is incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed on May 25, 2017.
(a)(5)(ii)*	Press Release issued on July 10, 2017.
(a)(5)(iii)*	Press Release issued on August 7, 2017, announcing the extension of the Offer.
(a)(5)(iv)**	Press Release issued on August 10, 2017, announcing the results of the Offer.
(d)(i)*	Standstill Agreement dated May 24, 2017

* Previously filed.

** Filed herewith.

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EX-99.12.A.5.IV

Exhibit (a)(5)(iv)

 

FOR IMMEDIATE RELEASE

PUTNAM INVESTMENTS ANNOUNCES FINAL RESULTS OF

TENDER OFFER FOR AUCTION RATE PREFERRED SECURITIES OF TWO

MUNICIPAL CLOSED-END FUNDS

BOSTON, August 10, 2017—Putnam Investments and the Board of Trustees of the Putnam Funds announced today the expiration and final results of their previously announced issuer tender offers for up to 100% of the outstanding preferred shares (“ARPS”) of Putnam Managed Municipal Income Trust (NYSE: PMM) and Putnam Municipal Opportunities Trust (NYSE: PMO) (each, a “Fund” and, together, the “Funds”). Each Fund’s tender offer expired at one minute after 11:59 p.m., New York City time on August 9, 2017. All ARPS that were validly tendered and not withdrawn during the offering period have been accepted for payment.

PMM has accepted for payment, at a price equal to 89.75% of the liquidation preference of $100,000 per share (or $89,750.00 per share), plus any unpaid dividends accrued through the expiration date of the issuer tender offers, 5 Series A ARPS. Such ARPS represent approximately 2.04% of PMM’s outstanding Series A ARPS as of the expiration of the issuer tender offers. The PMM Series A ARPS that were not tendered will remain outstanding.

PMM has accepted for payment, at a price equal to 89.75% of the liquidation preference of $50,000 per share (or $44,875.00 per share), plus any unpaid dividends accrued through the expiration date of the issuer tender offers, 473 Series C ARPS. Such ARPS represent approximately 23.89% of PMM’s outstanding Series C ARPS as of the expiration of the issuer tender offers. The PMM Series C ARPS that were not tendered will remain outstanding.

PMO has accepted for payment, at a price equal to 89.75% of the liquidation preference of $25,000 per share (or $22,437.50 per share), plus any unpaid dividends accrued through the expiration date of the issuer tender offers, 541 Series B ARPS. Such ARPS represent approximately 15.83% of PMO’s outstanding Series B ARPS as of the expiration of the issuer tender offers. The PMO Series B ARPS that were not tendered will remain outstanding.

PMO has accepted for payment, at a price equal to 89.75% of the liquidation preference of $25,000 per share (or $22,437.50 per share), plus any unpaid dividends accrued through the expiration date of the issuer tender offers, 1,064 Series C ARPS. Such ARPS represent approximately 28.47% of PMO’s outstanding Series C ARPS as of the expiration of the issuer tender offers. The PMO Series C ARPS that were not tendered will remain outstanding.

Any questions about the tender offers can be directed to AST Fund Solutions, LLC, the Information Agent, toll free at (888) 540-8736, Monday through Friday, 9:00 a.m. to 10:00 p.m. Eastern Time.

* * * * *

This release is not a prospectus, circular or representation intended for use in the purchase or sale of shares in any fund. Shares of the Funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the Funds involve investment risk, including possible loss of principal. For more complete information about each Fund, including risks, charges, and expenses, please see the Fund’s annual and semi-annual shareholder report. You may read and copy any reports or other such filed information at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The Funds’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

The Funds are closed-end funds. Common shares of the Funds are only available for purchase/sale on the NYSE at the current market price. Common shares may trade at a discount to net asset value.

About Putnam Investments Founded in 1937, Putnam Investments is a global money management firm with 80 years of investment experience. At the end of April 2017, Putnam had $162 billion in assets under management. Putnam has offices in Boston, London, Frankfurt, Tokyo, Singapore and Sydney.

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Putnam Media Contacts:

Jon Goldstein – 617-760-1127 (office), 516-946-5598 (cell), jon_goldstein@putnam.com

Laura McNamara – 617-760-1108 (office), 978-505-0524 (cell), laura_mcnamara@putnam.com