* | 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. |
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 6,209,141.55 | ||||||||||||
6 | Shared Voting Power 0 | |||||||||||||
7 | Sole Dispositive Power 6,209,141.55 | |||||||||||||
8 | Shared Dispositive Power 0 | |||||||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,209,141.55 | |||||||||||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |||||||||||||
11 | Percent of Class Represented by Amount in Row 9 20.6% | |||||||||||||
12 | Type of Reporting Person IC |
ITEM 1. | (a) | Name of Issuer: | ||||||
Nuveen Churchill Private Capital Income Fund | ||||||||
(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: | |||||||
Class I common shares of beneficial interest, par value $0.01 per share | ||||||||
(e) | CUSIP Number: | |||||||
67114U 105 | ||||||||
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. |
(a) | Amount beneficially owned: 6,209,141.55 as of July 29, 2024 | |||||||
(b) | Percent of class: 20.6% based on the common shares of beneficial interest outstanding as of July 29, 2024 | |||||||
(c) | Number of shares as to which the person has: | |||||||
(i) | Sole power to vote or to direct the vote: 6,209,141.55 | |||||||
(ii) | Shared power to vote or to direct the vote: 0. | |||||||
(iii) | Sole power to dispose or to direct the disposition of: 6,209,141.55 | |||||||
(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. |
August 1, 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 |