1 | Names of Reporting Persons Teachers Insurance and Annuity Association of America | |||||||||||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||||||||||||
3 | SEC Use Only | |||||||||||||
4 | Citizenship or Place of Organization New York | |||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 6,810,466* | ||||||||||||
6 | Shared Voting Power 0 | |||||||||||||
7 | Sole Dispositive Power 6,810,466* | |||||||||||||
8 | Shared Dispositive Power 0 | |||||||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,810,466* | |||||||||||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |||||||||||||
11 | Percent of Class Represented by Amount in Row 9 12.42% | |||||||||||||
12 | Type of Reporting Person IC |
ITEM 1. | (a) | Name of Issuer: | |||||||||
Nuveen Churchill Direct Lending Corp. (the “Company”) | |||||||||||
(b) | Address of Issuer’s Principal Executive Offices: | ||||||||||
375 Park Avenue, 9th Floor, New York, NY 10152 | |||||||||||
ITEM 2. | (a) | Name of Person Filing: | |||||||||
Teachers Insurance and Annuity Association of America (“TIAA”) | |||||||||||
(b) | Address or Principal Business Office or, if None, Residence: | ||||||||||
730 Third Avenue, New York, NY 10017 | |||||||||||
(c) | Citizenship: | ||||||||||
New York | |||||||||||
(d) | Title of Class of Securities: | ||||||||||
Common Stock, par value $0.01 per share | |||||||||||
(e) | CUSIP Number: | ||||||||||
67098R 102 with respect to 5,148,416 shares of common stock acquired by TIAA in the Company’s private offerings 67090S 108 with respect to 1,662,050 shares of common stock acquired by TIAA in the Company’s initial public offering, which closed on January 29, 2024 | |||||||||||
ITEM 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | ||||||||||
(a)☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b)☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c)☒ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d)☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e)☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); (f)☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); (g)☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h)☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i)☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j)☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(K); (k)☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________________ |
ITEM 4. | Ownership. | ||||||||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||||||||
(a) | Amount beneficially owned: 6,810,466 as of January 29, 2024 | ||||||||||
(b) | Percent of class: 12.42% | ||||||||||
(c) | Number of shares as to which the person has: | ||||||||||
(i) | Sole power to vote or to direct the vote: 6,810,466. | ||||||||||
(ii) | Shared power to vote or to direct the vote: 0. | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: 6,810,466. | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: 0. |
ITEM 5. | Ownership of Five Percent or Less of a Class. |
ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
ITEM 8. | Identification and Classification of Members of the Group. |
ITEM 9. | Notice of Dissolution of Group. |
ITEM 10. | Certification. |
February 15, 2024 | ||
Date | ||
/s/ Shaul Vichness | ||
Signature | ||
Senior Managing Director and Chief Financial Officer, Churchill Asset Management LLC (investment adviser to Teachers Insurance and Annuity Association of America) | ||
Name/Title |