UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8‑K
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 18, 2020
CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023
Putnam Municipal Opportunities Trust (Exact Name of Registrant as Specified in its Charter)
Massachusetts (State or Other Jurisdiction of Incorporation)		811-07626 (Commission File Number)	04-3187549 (IRS Employer Identification No.)
	100 Federal Street Boston, Massachusetts (Address of Principal Executive Offices)		02110 (Zip Code)
Registrant’s Telephone Number, Including Area Code: (617) 292-1000
Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8‑-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑-12 under the Exchange Act (17 CFR 240.14a‑-12)

☐ Pre‑-commencement communications pursuant to Rule 14d‑-2(b) under the Exchange Act (17 CFR 240.14d‑-2(b))

☐ Pre‑-commencement communications pursuant to Rule 13e‑-4(c) under the Exchange Act (17 CFR 240.13e‑-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange
on Which Registered

Common Shares of beneficial interest

PMO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405 of this chapter) or Rule 12b‑-2 of the Securities Exchange Act of 1934 (CFR 240.12b‑-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~September~~February 1823, ~~2020~~2023, the Board of Trustees (the “Trustees”) of Putnam Managed Municipal ~~Opportunities~~Income Trust (the “Fund”) amended and restated the Bylaws of the Fund (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws ~~have been revised to~~ include ~~provisions (collectively,~~ the ~~“Control~~ ~~Share~~following Amendment”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. The Control Share Amendment is primarily intended to protect the interests of the Fund and its shareholders by limiting the risk that the Fund will become subject to undue influence by activist investors. As described further below, the Control Share Amendment does not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather, it entrusts the Fund’s other “non‑interested” shareholders with determining whether to approve the authorization of voting rights for such shares.changes:

~~Subject~~• toAddition ~~various~~of ~~conditions~~“Vice ~~and~~Chair” ~~exceptions, the~~References: ~~Amended~~Article ~~and~~3 ~~Restated~~of ~~Bylaws~~the ~~define~~Fund’s aBylaws ~~“Control~~deals ~~Share~~with ~~Acquisition”~~matters related to ~~include an~~Fund ~~acquisition~~and ofTrustee ~~Fund~~officers ~~shares~~and ~~(other~~was ~~than~~amended ~~remarketed~~to ~~preferred~~add ~~shares~~references ofthroughout ~~a series~~explicitly ~~existing~~permitting, asbut ofnot ~~September 18~~requiring, ~~2020)~~a ~~that,~~Vice ~~but~~Chair ~~for~~of the ~~Control~~Trustees. ~~Share Amendment~~For example, ~~would~~the ~~entitle~~Amended ~~the~~and ~~beneficial~~Restated ~~owner,~~Bylaws ~~upon~~make clear that the ~~acquisition~~Trustees, ofat ~~such~~their ~~shares~~discretion, to ~~vote~~may elect or ~~direct~~appoint ~~the~~a ~~voting~~Vice ofChair ~~shares~~and ~~having~~that ~~voting~~any ~~power~~Vice inChair ~~the~~is ~~election~~an officer of ~~Fund~~ the Trustees. ~~(except~~Prior ~~for~~to ~~elections~~February of23, ~~Trustees~~2023, bythere ~~preferred~~was ~~shareholders~~no ~~of the~~reference ~~Fund~~to ~~voting as~~ a ~~separate~~Vice ~~class)~~Chair ~~within~~of ~~any~~the ofTrustees in the ~~following~~Fund’s ~~ranges:~~Bylaws.

~~(i)~~• ~~One‑tenth~~Fixing ora ~~more~~New Record Date: Article 10.4 of the Fund’s Bylaws, which deals with record dates for shareholder meetings, was amended to clarify that the Trustees may, but, ~~less~~unless ~~than one‑fifth~~otherwise required by law, are not required to, fix a new record date for a shareholder meeting, including any postponed or adjourned session of ~~all~~the ~~voting~~meeting. Prior to February 23, 2023, the Fund’s Bylaws did not explicitly address this power;.

~~(ii)~~• ~~One‑fifth~~Validity of Proxies at Postponed or ~~more~~Adjourned Meeting: Article 10.6 of the Fund’s Bylaws, ~~but~~which ~~less~~deals ~~than one‑third~~with shareholder proxies, was amended to make clear that, unless otherwise specifically limited by its terms, a proxy shall entitle a shareholder to vote at any postponed or adjourned session of ~~all~~a ~~voting~~shareholder ~~power;~~meeting and, unless revoked, any proxy given in connection with a postponed or adjourned meeting for which a new record date is fixed shall continue to be valid so long as the shareholder giving the proxy is a shareholder of record on the new record date. Prior to February 23, 2023, the Fund’s Bylaws did not explicitly address the validity of proxies at a postponed or adjourned session of a shareholder meeting.

~~(iii)~~The ~~One‑third~~above ordiscussion ~~more,~~is ~~but~~only ~~less~~a ~~than~~high-level summary aof ~~majority~~certain aspects of ~~all~~the ~~voting~~changes ~~power;~~included orin the Fund’s Amended and Restated Bylaws, and is qualified in its entirety by reference to the full Amended and Restated Bylaws. Investors should refer to the Amended and Restated Bylaws for more information.

~~(iv)~~The AAmended ~~majority~~and orRestated ~~more~~Bylaws were effective as of February ~~all~~23, ~~voting~~2023, ~~power~~are attached as an Exhibit, and are incorporated herein by reference.

~~Shares~~Item acquired prior to September 18, 2020 are excluded from the definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds8. ~~Subject~~01 toOther various conditions and procedural requirements set forth in the Amended and Restated Bylaws, including the delivery of a “Control Share Acquisition Statement” to the Fund’s Clerk setting forth certain required information, a shareholder who obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of Fund shareholders, notice of which has not been given prior to the receipt by the Fund of the Control Share Acquisition StatementEvents.

~~The~~On ~~above~~February ~~discussion~~23, is2023, ~~only~~the Trustees voted to exempt, including on a ~~high‑level~~going ~~summary~~forward ofbasis, ~~certain~~all ~~aspects~~prior and, until further notice, new purchases of shares of the ~~Control~~Fund ~~Share~~that ~~Amendment,~~might ~~and~~otherwise isbe ~~qualified~~deemed in“Control ~~its~~Share ~~entirety~~Acquisitions” byunder ~~reference~~Article to16 of the ~~full~~Fund’s Amended and Restated Bylaws~~. Investors should~~ ~~refer~~from tothe provisions of Article 16 of the Fund’s Amended and Restated Bylaws ~~for more information~~.

The Amended and Restated Bylaws were effective as of September 18, 2020 and are attached as an Exhibit and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.03		Amended and Restated Bylaws of Putnam Municipal Opportunities Trust dated ~~September~~February 1823, ~~2020~~2023

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Putnam Municipal Opportunities Trust
	By:	/s/ Jonathan S. Horwitz
		Jonathan S. Horwitz
Date: September 23, 2020		Executive Vice President, Principal Executive Officer and Compliance Liaison
Date: February 28, 2023		Executive Vice President, Principal Executive Officer and Compliance Liaison

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