Sec Form 4 Filing - MSSB TPG Specialty Lending Onshore Feeder Fund @ TPG Specialty Lending, Inc. - 2014-08-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MSSB TPG Specialty Lending Onshore Feeder Fund 2. Issuer Name and Ticker or Trading Symbol TPG Specialty Lending, Inc. [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MORGAN STANLEY GWM FEEDER STRATEGIES, LLC, 522 FIFTH AVENUE, 13TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2014 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 08/11/2014 S 2,593,099 ( 1 ) ( 2 ) D $ 18.07 ( 3 ) 3,012,582 ( 2 ) ( 4 ) D Common Stock 31,948 ( 5 ) I Owned by an affiliate

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MSSB TPG Specialty Lending Onshore Feeder Fund C/O MORGAN STANLEY GWM FEEDER STRATEGIES LLC, 522 FIFTH AVENUE, 13TH FLOOR NEW YORK, NY10036 X Signatures /s/ Michael Korn, on behalf of Morgan Stanley GWM Feeder Strategies LLC, the managing owner of the reporting person 08/13/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Morgan Stanley GWM Feeder Strategies LLC is the managing owner of the Reporting Person, and is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC. Morgan Stanley Smith Barney Holdings LLC is indirectly majority-owned by Morgan Stanley. ( 2 )The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. ( 3 )The Reporting Person, along with the other selling stockholders and the Issuer, has entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters, for the sale of the shares of Common Stock at a price per share of $18.0711. ( 4 )Although MSSB TPG Specialty Lending Onshore Feeder Fund (the "Trust") beneficially owns 3,012,582 shares of the common stock of the Issuer and would otherwise be entitled to vote such shares, the Trust has contractually agreed to pass such voting rights through to the Trust's underlying investors (each a "Unitholder" and collectively, the "Unitholders") pro rata in accordance with each Unitholder's relative ownership of units of the Trust. Each Unitholder will make its own determination as to how to vote with respect to its portion of the Trust's shares of the Issuer, as well as whether or not to vote with respect to such shares. If Unitholders representing a certain percentage vote their interests, the Trust will vote all shares in accordance with the votes received. If, however, less than the agreed upon representative vote is received, the Trust will not vote any of the shares. ( 5 )On March 21, 2014, Morgan Stanley Capital Services LLC ("MSCS") acquired 31,948 shares of the Issuer at a price of $16.0774 per share. MSCS is indirectly wholly-owned by Morgan Stanley. Notwithstanding the filing of this Form 4, the Reporting Person disclaims beneficial ownership of the 31,948 shares of common stock acquired by MSCS.

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).

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