Sec Form 4 Filing - MASSACHUSETTS MUTUAL LIFE INSURANCE CO @ BARINGS CORPORATE INVESTORS - 2017-11-15

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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
MASSACHUSETTS MUTUAL LIFE INSURANCE CO
2. Issuer Name and Ticker or Trading Symbol
BARINGS CORPORATE INVESTORS [ MCI]
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)
1295 STATE STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2017
(Street)
SPRINGFIELD, MA01111
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 Shares ("Shares of Beneficial Interest") 219,664 I By Barings LLC ( 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
Senior Fixed Rate Convertible Note Due 11/15/2027 ( 2 ) 11/15/2017 P 30,000,000 ( 2 ) ( 2 ) Common Shares ("Shares of Beneficial Interest") 30,000,000 $ 0 ( 3 ) 30,000,000 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MASSACHUSETTS MUTUAL LIFE INSURANCE CO
1295 STATE STREET
SPRINGFIELD, MA01111
X
BARINGS LLC
1500 MAIN S
SPRINGFIELD, MA01115
Investment Adviser
Signatures
/s/ Donald Griffith, Vice President 11/16/2017
Signature of Reporting Person Date
/s/ Ann Malloy, Compliance 11/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The inclusion of the Barings held securities of the Issuer shall not be construed as an admission that MassMutual is for the purpose of Section 16 of the Exchange Act, the direct or indirect beneficial owner of the securities of the Issuer beneficially owned by Barings.
( 2 )The dollar amount of principal of the note is convertible into an equivalent dollar amount of the Issuer's common shares based upon the average price of the common shares for ten business days prior to MassMutual's notice of conversion.
( 3 )On November 15, 2017, Barings Corporate Investors (the "Issuer") issued to MassMutual an amended and restated Senior Fixed Rate Convertible Note (the "Note") in the principal amount of $30,000,000, due on November 15, 2027. MassMutual, at its option, can convert the principal amount of the Note into the Issuer's common shares.
( 4 )The inclusion of MassMutual held securities of the Issuer shall not be construed as an admission that Barings is for the purpose of Section 16 of the Exchange Act, the direct or indirect beneficial owner of the securities of the Issuer beneficially owned by MassMutual.

Remarks:
This a joint filing made on behalf of Massachusetts Mutual Life Insurance Company ("MassMutual") and Barings LLC ("Barings"). MassMutual owns 100% of the Issuer's sole convertible debt security. Barings is investment adviser to the Issuer and a wholly-owned subsidiary of MassMutual.

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).
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