TCW Direct Lending VIII LLC
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(Name of Issuer)
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Common Limited Liability Company Units
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(Title of Class of Securities)
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N/A
(Issuer's CIK Number)
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(CUSIP Number)
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December 1, 2022
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(Date of Event Which Requires Filing of this Statement)
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☒
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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Lockheed Martin Investment Management Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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440,000
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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440,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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440,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0%
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12
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TYPE OF REPORTING PERSON*
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CO, HC
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1
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NAMES OF REPORTING PERSONS
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Lockheed Martin Corporation Master Retirement Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐ |
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(b) ☐ | ||||
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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440,000
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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440,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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440,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0%
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12
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TYPE OF REPORTING PERSON*
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EP
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Item 1(a)
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Name of Issuer:
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The name of the issuer is TCW Direct Lending VIII LLC.
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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The issuer's principal executive office is located at 200 Clarendon Street, 51st Floor, Boston, MA 02116.
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being jointly filed by and on behalf of each of Lockheed Martin Investment Management Company ("LMIMCo") and Lockheed Martin
Corporation Master Retirement Trust ("MRT" and together with LMIMCo, the "Reporting Persons"). MRT, an employee benefit plan trust governed by ERISA, is the owner of the Units set forth on the cover pages hereto. LMIMCo is the named
fiduciary of MRT and may be deemed to beneficially own securities held by MRT.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 10, 2023, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act").
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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The principal business address of the Reporting Persons is c/o Lockheed Martin Investment Management Company, 6801 Rockledge Drive, MP 150, Bethesda, MD 20817.
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Item 2(c) | Citizenship: |
LMIMCo is organized under the laws of the State of Delaware. MRT is established under the laws of the State of New York.
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Item 2(d)
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Title of Class of Securities:
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Common Limited Liability Common Company Units
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Item 2(e)
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CUSIP No.:
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N/A
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e) ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
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(f) ☒ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
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(g) ☒ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
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(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) ☐ 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);
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(j) ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
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(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____________________________ .
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Item 4
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Ownership:
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A.
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Lockheed Martin Investment Management Company
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(a)
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Amount beneficially owned: 440,000
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(b)
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Percent of class: 6.0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 440,000
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 440,000
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B.
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Lockheed Martin Corporation Master Retirement Trust | ||||||
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(a)
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Amount beneficially owned: 440,000
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(b)
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Percent of class: 6.0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 440,000
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 440,000
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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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.
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Lockheed Martin Investment Management Company
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By:
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/s/ Robert C. Varnell
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Name:
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Robert C. Varnell
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Title:
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Vice President & General Counsel
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Lockheed Martin Corporation Master Retirement Trust
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By:
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Lockheed Martin Investment Management Company
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By:
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/s/ Robert C. Varnell
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Name:
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Robert C. Varnell
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Title:
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Vice President & General Counsel
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Exhibit
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Description of Exhibit
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Joint Filing Agreement dated February 10, 2023
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Lockheed Martin Investment Management Company
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By:
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/s/ Robert C. Varnell
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Name:
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Robert C. Varnell
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Title:
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Vice President & General Counsel
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Lockheed Martin Corporation Master Retirement Trust
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By:
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Lockheed Martin Investment Management Company
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By:
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/s/ Robert C. Varnell
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Name:
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Robert C. Varnell
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Title:
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Vice President & General Counsel
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