Sec Form 4 Filing - NLGI US Private Debt Fund I @ TCW Direct Lending VII LLC - 2018-10-18

Insider filing report for Changes in Beneficial Ownership
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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
NLGI US Private Debt Fund I
2. Issuer Name and Ticker or Trading Symbol
TCW Direct Lending VII LLC [ NONE]
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 MUFG FUND SERVICES (CAYMAN) LIMITED, MUFG HOUSE, 227 ELGIN AVENUE PO BOX 609
3. Date of Earliest Transaction (MM/DD/YY)
10/18/2018
(Street)
GRAND CAYMAN, E9KY1-1107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Units 10/18/2018 P 2,940,000 A $ 100 3,800,000 D ( 1 )
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
NLGI US Private Debt Fund I
C/O MUFG FUND SERVICES (CAYMAN) LIMITED
MUFG HOUSE, 227 ELGIN AVENUE PO BOX 609
GRAND CAYMAN, E9KY1-1107
X
NIPPON LIFE INSURANCE CO
1-6-6 MARUNOUCHI
CHIYODA-KU
TOKYO, M0100-8288
X
Signatures
NIPPON LIFE INSURANCE CO By: /s/ Yosuke Masuda 10/22/2018
Signature of Reporting Person Date
NLGI US PRIVATE DEBT FUND I By: MUFG FUND SERVICES (CAYMAN) LIMITED acting solely in its capacity as trustee of the NLGI US Private Debt Fund I By: /s/ Sophia Graham, /s/ Jason Perras CPA, CA 10/22/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This report is filed jointly by NLGI US Private Debt Fund I, a Cayman Islands Unit Trust (the "Fund"), and Nippon Life Insurance Company, a Japanese mutual life insurance company ("Nippon"). The Fund is the direct owner of 3,800,000 Common Units of the Issuer. Nippon holds a majority of the equity interests in the Fund.

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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