Corebridge Financial, Inc. bought 4,168,400 units of 5.50% Series C Senior Secured Notes due July 19, bought 6,000,000 units of 6.75% Series K Senior Secured Notes due August 4, bought 1,532,500 units of 5.44% Series B Senior Secured Notes due July 19, bought 5,210,500 units of 5.61% Series E Senior Secured Notes due July 19 and bought 7,356,000 units of 7.10% Series I Senior Secured Notes due December 6 (SEC Form 4)
$CRBG
Life Insurance
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 07/15/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| 5.44% Series B Senior Secured Notes due July 19, 2025 | 07/15/2024 | P(1) | 1,532,500 | A | (2) | $12,500,000 | I | Held through subsidiaries(3) | ||
| 5.50% Series C Senior Secured Notes due July 19, 2026 | 07/15/2024 | P(4) | 4,168,400 | A | (5) | $34,000,000 | I | Held through subsidiaries(6) | ||
| 5.61% Series E Senior Secured Notes due July 19, 2027 | 07/15/2024 | P(7) | 5,210,500 | A | (8) | $42,500,000 | I | Held through subsidiaries(9) | ||
| 7.10% Series I Senior Secured Notes due December 6, 2027 | 07/15/2024 | P(10) | 7,356,000 | A | (11) | $60,000,000 | I | Held through subsidiaries(12) | ||
| 6.75% Series K Senior Secured Notes due August 4, 2026 | 07/15/2024 | P(13) | 6,000,000 | A | (14) | $6,000,000 | I | Held through subsidiaries(15) | ||
| 4.10% Series A Senior Secured Notes due March 28, 2027 | $25,000,000 | I | Held through subsidiaries(16) | |||||||
| 5.72% Series F Senior Secured Notes due July 19, 2029 | $33,000,000 | I | Held through subsidiaries(17) | |||||||
| 5.72% Series G Senior Secured Notes due July 19, 2029 | $28,000,000 | I | Held through subsidiaries(18) | |||||||
| 7.17% Series J Senior Secured Notes due December 6, 2029 | $40,000,000 | I | Held through subsidiaries(19) | |||||||
| 6.77% Series L Senior Secured Notes due August 4, 2028 | $12,000,000 | I | Held through subsidiaries(20) | |||||||
| 6.81% Series M Senior Secured Notes due August 4, 2030 | $12,000,000 | I | Held through subsidiaries(21) | |||||||
| 7.23% Series Q Senior Secured Notes due January 20, 2031 | $39,000,000 | I | Held through subsidiaries(22) | |||||||
| 7.40% Series R Senior Secured Notes due January 20, 2034 | $50,000,000 | I | Held through subsidiaries(23) | |||||||
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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. On July 15, 2024, American General Life Insurance Company ("AGLIC"), an indirect wholly owned subsidiary of CRBG, entered into an agreement with a controlled subsidiary of American International Group, Inc. ("AIG"), pursuant to which AGLIC agreed to purchase $1,532,500.00 principal amount of the reported securities. Corebridge Institutional Investments (U.S.), LLC ("CIIUS"), an indirect wholly owned subsidiary of CRBG, continues to manage such securities pursuant to an investment management agreement. |
| 2. The reporting person acquired the reported securities in exchange for a combination of other securities and cash having an estimated value of $1,550,886.59. |
| 3. AGLIC directly holds $12,500,000.00 principal amount of the reported securities. |
| 4. On July 15, 2024, AGLIC entered into an agreement with a controlled subsidiary of AIG pursuant to which AGLIC agreed to purchase $4,168,400.00 principal amount of the reported securities. CIIUS continues to manage such securities pursuant to an investment management agreement. |
| 5. The reporting person acquired the reported securities in exchange for a combination of other securities and cash having an estimated value of $4,190,469.36. |
| 6. AGLIC and The United States Life Insurance Company in the City of New York ("USL"), an indirect wholly owned subsidiary of CRBG, directly hold $4,168,400.00 principal amount and $29,831,600.00 principal amount of the reported securities, respectively. |
| 7. On July 15, 2024, AGLIC entered into an agreement with a controlled subsidiary of AIG pursuant to which AGLIC agreed to purchase $5,210,500.00 principal amount of the reported securities. CIIUS continues to manage such securities pursuant to an investment management agreement. |
| 8. The reporting person acquired the reported securities in exchange for a combination of other securities and cash having an estimated value of $5,228,936.49. |
| 9. AGLIC and The Variable Annuity Life Insurance Company ("VALIC"), an indirect wholly owned subsidiary of CRBG, directly hold $32,500,000.00 principal amount and $10,000,000.00 principal amount of the reported securities, respectively. |
| 10. On July 15, 2024, AGLIC entered into an agreement with a controlled subsidiary of AIG pursuant to which AGLIC agreed to purchase $7,356,000.00 principal amount of the reported securities. CIIUS continues to manage such securities pursuant to an investment management agreement. |
| 11. The reporting person acquired the reported securities in exchange for a combination of other securities and cash having an estimated value of $7,558,187.83. |
| 12. AGLIC directly holds $60,000,000.00 principal amount of the reported securities. |
| 13. On July 15, 2024, AGLIC entered into an agreement with a controlled subsidiary of AIG pursuant to which AGLIC agreed to purchase $6,000,000.00 principal amount of the reported securities. CIIUS continues to manage such securities pursuant to an investment management agreement. |
| 14. The reporting person acquired the reported securities in exchange for a combination of other securities and cash having an estimated value of $6,194,775.00. |
| 15. AGLIC directly holds $6,000,000.00 principal amount of the reported securities. |
| 16. AGLIC directly holds $25,000,000.00 principal amount of the reported securities. |
| 17. AGLIC and VALIC directly hold $18,000,000.00 principal amount and $15,000,000.00 principal amount of the reported securities, respectively. |
| 18. AGLIC directly holds $28,000,000.00 principal amount of the reported securities. |
| 19. AGLIC directly holds $40,000,000.00 principal amount of the reported securities. |
| 20. AGLIC and USL each directly hold $6,000,000.00 principal amount of the reported securities. |
| 21. AGLIC directly holds $12,000,000.00 principal amount of the reported securities. |
| 22. AGLIC directly holds $39,000,000.00 principal amount of the reported securities. |
| 23. AGLIC and USL directly hold $40,000,000 principal amount and $10,000,000.00 principal amount of the reported securities, respectively. |
| Remarks: |
| Filed pursuant to Section 30(h) of the Investment Company Act of 1940. |
| /s/ Christine Nixon, Authorized Signatory of Corebridge Financial, Inc. | 07/17/2024 | |
| ** 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. | ||