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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cliffwater Corporate Lending Fund [ CCLFX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
6.75% Series K Senior Secured Notes due August 4, 2026 | 08/04/2023 | A | 6,000,000 | A | $6,000,000 | $6,000,000 | I | Held through subsidiary(1) | ||
6.77% Series L Senior Secured Notes due August 4, 2028 | 08/04/2023 | A | 24,500,000 | A | $24,500,000 | $24,500,000 | I | Held through subsidiaries(2) | ||
6.81% Series M Senior Secured Notes due August 4, 2030 | 08/04/2023 | A | 29,500,000 | A | $29,500,000 | $29,500,000 | I | Held through subsidiaries(3) | ||
5.44% Series B Senior Secured Notes due July 19, 2025 | $12,500,000 | I | Held through subsidiaries(4) | |||||||
5.50% Series C Senior Secured Notes due July 19, 2026 | $34,000,000 | I | Held through subsidiaries(5) | |||||||
5.61% Series E Senior Secured Notes due July 19, 2027 | $42,500,000 | I | Held through subsidiaries(6) | |||||||
5.72% Series F Senior Secured Notes due July 19, 2029 | $33,000,000 | I | Held through subsidiaries(7) | |||||||
5.72% Series G Senior Secured Notes due July 19, 2029 | $28,000,000 | I | Held through subsidiary(8) | |||||||
4.10% Series A Senior Secured Notes due March 28, 2027 | $25,000,000 | I | Held through subsidiaries(9) | |||||||
7.10% Series I Senior Secured Notes due December 6, 2027 | $60,000,000 | I | Held through subsidiary(10) | |||||||
7.17% Series J Senior Secured Notes due December 6, 2029 | $40,000,000 | I | Held through subsidiary(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. American Home Assurance Company ("AHAC"), an indirect wholly owned subsidiary of American International Group, Inc. ("AIG"), directly holds $6,000,000 principal amount of the reported securities. |
2. American General Life Insurance Company ("AGLIC"), an indirectly controlled subsidiary of AIG, The United States Life Insurance Company in the City of New York ("USL"), an indirectly controlled subsidiary of AIG, AHAC, National Union Fire Insurance Company of Pittsburgh, PA ("National Union"), an indirect wholly owned subsidiary of AIG, Commerce and Industry Company ("Commerce"), an indirect wholly owned subsidiary of AIG, and Lexington Insurance Company ("Lexington"), an indirect wholly owned subsidiary of AIG, directly hold $6,000,000 principal amount, $6,000,000 principal amount, $4,600,000 principal amount, $3,700,000 principal amount, $500,000 principal amount and $3,700,000 principal amount of the reported securities, respectively. |
3. AGLIC, AHAC, National Union, Commerce, Lexington and American International Group UK Limited, a indirect wholly owned subsidiary of AIG, directly hold $12,000,000 principal amount, $4,600,000 principal amount, $3,700,000 principal amount, $500,000 principal amount, $3,700,000 principal amount and $5,000,000 principal amount of the reported securities, respectively. |
4. AGLIC and National Union directly hold $10,967,500 principal amount and $1,532,500 principal amount of the reported securities, respectively. |
5. National Union and USL directly hold $4,168,400 principal amount and $29,831,600 principal amount of the reported securities, respectively. |
6. AGLIC, National Union and The Variable Annuity Life Insurance Company ("VAL"), an indirectly controlled subsidiary of AIG, directly hold $27,289,500 principal amount, $5,210,500 principal amount and $10,000,000 principal amount of the reported securities, respectively. |
7. AGLIC and VAL directly hold $18,000,000 principal amount and $15,000,000 principal amount of the reported securities, respectively. |
8. AGLIC directly holds $28,000,000 principal amount of the reported securities. |
9. AGLIC directly holds $25,000,000 principal amount of the reported securities. |
10. AGLIC and Lexington directly hold $52,644,000 principal amount and $7,356,000 principal amount of the reported securities, respectively. |
11. AGLIC directly holds $40,000,000 principal amount of the reported securities. |
Remarks: |
Filed pursuant to Section 30(h) of the Investment Company Act of 1940. The Reporting Person indirectly beneficially owns in excess of 10% of the referenced securities. |
/s/ Elaine Rocha, Authorized Signatory of American International Group, Inc. | 08/07/2023 | |
** 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. |