TCW Direct Lending VII Form 4 TCW Direct Lending VII / US Private Debt Fund I NLGI ownership change

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^*

NLGI US Private Debt Fund I

(Last) (First) (Middle)

C/O MUFG FUND SERVICES (CAYMAN) LIMITED

MUFG HOUSE, 227 ELGIN AVENUE PO BOX 609

(Street)

GRAND CAYMAN E9 KY1-1107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TCW Direct Lending VII LLC [ NONE ]

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)
10/18/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Units	10/18/2018		P		2,940,000	A	$100	3,800,000	D(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NLGI US Private Debt Fund I

(Last) (First) (Middle)

C/O MUFG FUND SERVICES (CAYMAN) LIMITED

MUFG HOUSE, 227 ELGIN AVENUE PO BOX 609

(Street)

GRAND CAYMAN E9 KY1-1107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NIPPON LIFE INSURANCE CO

(Last) (First) (Middle)

1-6-6 MARUNOUCHI

CHIYODA-KU

(Street)

TOKYO M0 100-8288

(City) (State) (Zip)

Explanation of Responses:

1. This report is filed jointly by NLGI US Private Debt Fund I, a Cayman Islands Unit Trust (the "Fund"), and Nippon Life Insurance Company, a Japanese mutual life insurance company ("Nippon"). The Fund is the direct owner of 3,800,000 Common Units of the Issuer. Nippon holds a majority of the equity interests in the Fund.

	NIPPON LIFE INSURANCE CO By: /s/ Yosuke Masuda	10/22/2018
	NLGI US PRIVATE DEBT FUND I By: MUFG FUND SERVICES (CAYMAN) LIMITED acting solely in its capacity as trustee of the NLGI US Private Debt Fund I By: /s/ Sophia Graham, /s/ Jason Perras CPA, CA	10/22/2018
	** 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).
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