Teachers Insurance And Annuity Association Of America - Real Estate Account Variable Annuity (QREARX) SC 13G Nuveen Global Cities REIT / TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

NUVEEN GLOBAL CITIES REIT, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

67097R509

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 67097R509

1	Name of reporting persons. Teachers Insurance & Annuity Association of America
2	Check the appropriate box if a member of a group. (See instructions) (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. 29,730,608
		6	Shared voting power. 0
		7	Sole dispositive power. 29,730,608
		8	Shared dispositive power. 0
9	Aggregate amount beneficially owned by each reporting person. 29,730,608
10	Check if the aggregate amount in row (9) excludes certain shares (see instructions).  ☐
11	Percent of class represented by amount in row (9). 26.3%*
12	Type of reporting person IC

* Based on 113,162,187.86 shares of common stock stated to be outstanding as of February 10, 2022, based on information provided by the Issuer.

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Item 1(a). Name of Issuer:

Nuveen Global Cities REIT, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

730 Third Avenue, 3rd Floor, New York, New York 10017-3206

Item 2(a). Name of Person Filing:

Teachers Insurance & Annuity Association of America

Item 2(b). Address or Principal Business Office, or, if none, Residence:

730 Third Avenue, 3rd Floor, New York, New York 10017-3206

Item 2(c). Citizenship:

New York

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e). CUSIP No.: 67097R509

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	☒	Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d)	☐	Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4. Ownership.

(a)	Amount beneficially owned:		29,730,608
(b)	Percent of class:		26.3%*
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:	29,730,608
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	29,730,608
	(iv)	Shared power to dispose or to direct the disposition of:	0

* Based on 113,162,187.86 shares of common stock stated to be outstanding as of February 10, 2022, based on information provided by the Issuer.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

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Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

(a) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

TEACHERS INSURANCE & ANNUITY ASSOCATION OF AMERICA
By:	/s/ Keith Atkinson
Name:	Keith Atkinson
Title:	Managing Director and Associate General Counsel