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^*

FELS GERALD

(Last)

(First)

(Middle)

271 THOMPSON ROAD

(Street)

WEBSTER

05170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND [ NMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
Common Shares	06/12/2014		P		5,950	A	$13.2375⁽¹⁷⁾	1,078,857⁽¹⁾⁽²⁾	D
Common Shares	06/13/2014		P		1,547	A	$13.161⁽¹⁷⁾	1,080,404⁽¹⁾⁽³⁾	D
Common Shares	06/16/2014		P		2	A	$16.15⁽¹⁷⁾	1,080,406⁽¹⁾	D
Common Shares	06/17/2014		P		9,000	A	$13.1838⁽¹⁷⁾	1,089,406⁽¹⁾⁽⁴⁾	D
Common Shares	06/18/2014		P		66,813	A	$13.1838⁽¹⁷⁾	1,156,219⁽¹⁾⁽⁵⁾	D
Common Shares	06/20/2014		P		4,100	A	$13.28⁽¹⁷⁾	1,160,319⁽¹⁾⁽⁶⁾	D
Common Shares	06/23/2014		P		5,300	A	$13.3064⁽¹⁷⁾	1,165,619⁽¹⁾⁽⁷⁾	D
Common Shares	06/24/2014		P		8,000	A	$13.3435⁽¹⁷⁾	1,173,619⁽¹⁾⁽⁸⁾	D
Common Shares	06/25/2014		P		147	A	$13.4422⁽¹⁷⁾	1,173,766⁽¹⁾	D
Common Shares	06/27/2014		P		5,000	A	$13.3512⁽¹⁷⁾	1,178,766⁽¹⁾	D
Common Shares	06/30/2014		P		5,299	A	$13.3487⁽¹⁷⁾	1,184,065⁽¹⁾⁽⁹⁾	D
Common Shares	07/01/2014		P		12,901	A	$13.3241⁽¹⁷⁾	1,196,966⁽¹⁾⁽¹⁰⁾	D
Common Shares	07/01/2014		P		5,700	A	$13.3909⁽¹⁷⁾	181,775⁽¹¹⁾	I	By spouse
Common Shares	07/02/2014		P		2,400	A	$13.1541⁽¹⁷⁾	184,175⁽¹¹⁾	I	By spouse
Common Shares	07/02/2014		P		15,000	A	$13.3954⁽¹⁷⁾	15,000⁽¹²⁾	I	By Gerald M. Fels Trust
Common Shares	07/02/2014		P		15,000	A	$13.3961⁽¹⁷⁾	15,000⁽¹³⁾	I	By Laura Green Trust
Common Shares	07/03/2014		P		5,000	A	$13.441⁽¹⁷⁾	20,000⁽¹²⁾	I	By Gerald M. Fels Trust
Common Shares	07/03/2014		P		5,000	A	$13.4412⁽¹⁷⁾	20,000⁽¹³⁾	I	By Laura Green Trust
Common Shares	07/07/2014		P		14,799	A	$13.4467⁽¹⁷⁾	1,211,765⁽¹⁾⁽¹⁴⁾	D
Common Shares	08/05/2014		P		20,000	A	$13.0821⁽¹⁷⁾	204,175⁽¹⁵⁾⁽¹⁶⁾	I	By spouse
Common Shares	08/05/2014		P		2,500	A	$13.1616⁽¹⁷⁾	22,500⁽¹²⁾	I	By Gerald M. Fels Trust
Common Shares	08/05/2014		P		700	A	$13.0743⁽¹⁷⁾	20,700⁽¹³⁾	I	By Laura Green Trust
Common Shares	08/06/2014		P		7,500	A	$13.2516⁽¹⁷⁾	30,000⁽¹²⁾	I	By Gerald M. Fels Trust
Common Shares	08/06/2014		P		9,300	A	$13.2508⁽¹⁷⁾	30,000⁽¹³⁾	I	By Laura Green Trust
Common Shares	08/07/2014		P		19	A	$13.4211⁽¹⁷⁾	204,194⁽¹⁶⁾	I	By spouse
Common Shares	08/07/2014		P		1,918	A	$13.1929⁽¹⁷⁾	31,918⁽¹²⁾	I	By Gerald M. Fels Trust
Common Shares	08/07/2014		P		1,204	A	$13.2467⁽¹⁷⁾	31,204⁽¹³⁾	I	By Laura Green Trust
Common Shares	08/08/2014		P		2,794	A	$13.3286⁽¹⁷⁾	34,712⁽¹²⁾	I	By Gerald M. Fels Trust
Common Shares	08/08/2014		P		3,404	A	$13.3046⁽¹⁷⁾	34,608⁽¹³⁾	I	By Laura Green Trust
Common Shares	08/11/2014		P		288	A	$13.5486⁽¹⁷⁾	35,000⁽¹²⁾	I	By Gerald M. Fels Trust

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)

1. Name and Address of Reporting Person^*

FELS GERALD

(Last)

(First)

(Middle)

271 THOMPSON ROAD

(Street)

WEBSTER

05170

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fels Marilyn

(Last)

(First)

(Middle)

271 THOMPSON ROAD

(Street)

WEBSTER

05170

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Gerald Fels. Marilyn Fels disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.1523 to $13.2859, inclusive. The reporting persons undertake to provide NMT, any security holder of NMT, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 through 10, 14 and 15 of this Form 4, which price ranges include commissions paid to brokers.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.1550 to $13.1710, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.1560 to $13.1960, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.0998 to $13.2859, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.2399 to $13.3299, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.2984 to $13.3599, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.3298 to $13.3515, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.3191 to $13.3524, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.29 to $13.3586, inclusive.

11. These shares are owned directly by Marilyn Fels and were previously reported in her Form 3. Gerald Fels disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

12. The reporting persons are trustees of the Gerald M. Fels Trust, for which the reporting persons' son, Gerald M. Fels, is the sole benficiary. The reporting persons disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

13. The reporting persons are trustees of the Laura Green Trust, for which the reporting persons' daughter, Laura Green, is the sole benficiary. The reporting persons disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.3711 to $13.5159, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.01 to $13.10, inclusive.

16. These shares are owned directly by Marilyn Fels. Gerald Fels disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

17. Price includes commission paid to brokers. The reporting persons undertake to provide NMT, any security holder of NMT, or the staff of the Securities and Exchange Commission, upon request, full information regarding the amount of commissions paid.

Remarks:

	/s/ Gerald Fels	01/07/2015
	/s/ Marilyn Fels	01/07/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.