Corebridge Financial Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Corebridge Financial, Inc.

(Last)

(First)

(Middle)

2919 ALLEN PARKWAY, WOODSON TOWER

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2024

3. Issuer Name and Ticker or Trading Symbol
Cliffwater Corporate Lending Fund [ CCLFX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
5.44% Series B Senior Secured Notes due July 19, 2025	$12,500,000	I	Held through subsidiaries⁽¹⁾⁽²⁾
5.50% Series C Senior Secured Notes due July 19, 2026	$34,000,000	I	Held through subsidiaries⁽¹⁾⁽³⁾
6.75% Series K Senior Secured Notes due August 4, 2026	$6,000,000	I	Held through subsidiaries⁽¹⁾⁽⁴⁾
4.10% Series A Senior Secured Notes due March 28, 2027	$25,000,000	I	Held through subsidiaries⁽¹⁾⁽⁵⁾
5.61% Series E Senior Secured Notes due July 19, 2027	$42,500,000	I	Held through subsidiaries⁽¹⁾⁽⁶⁾
7.10% Series I Senior Secured Notes due December 6, 2027	$60,000,000	I	Held through subsidiaries⁽¹⁾⁽⁷⁾
6.77% Series L Senior Secured Notes due August 4, 2028	$12,000,000	I	Held through subsidiaries⁽¹⁾⁽⁸⁾
5.72% Series F Senior Secured Notes due July 19, 2029	$33,000,000	I	Held through subsidiaries⁽¹⁾⁽⁹⁾
5.72% Series G Senior Secured Notes due July 19, 2029	$28,000,000	I	Held through subsidiaries⁽¹⁾⁽¹⁰⁾
7.17% Series J Senior Secured Notes due December 6, 2029	$40,000,000	I	Held through subsidiaries⁽¹⁾⁽¹¹⁾
6.81% Series M Senior Secured Notes due August 4, 2030	$12,000,000	I	Held through subsidiaries⁽¹⁾⁽¹²⁾
7.23% Series Q Senior Secured Notes due January 20, 2031	$39,000,000	I	Held through subsidiaries⁽¹⁾⁽¹³⁾
7.40% Series R Senior Secured Notes due January 20, 2034	$50,000,000	I	Held through subsidiaries⁽¹⁾⁽¹⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. As of June 9, 2024, Corebridge Financial, Inc. ("CRBG") ceased to be a controlled subsidiary of American International Group, Inc. ("AIG"). As a result, CRBG and AIG report beneficial ownership independently and AIG no longer reports beneficial ownership of securities held directly by CRBG and its subsidiaries.

2. American General Life Insurance Company ("AGLIC"), an indirect wholly owned subsidiary of CRBG, directly holds $10,967,500.00 principal amount of the reported securities. Corebridge Institutional Investments (U.S.), LLC ("CIIUS"), an indirect wholly owned subsidiary of CRBG, may be deemed to have beneficial ownership of $1,532,500.00 principal amount of the reported securities held by a controlled subsidiary of AIG pursuant to an investment management agreement. The reporting person disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of the reporting person's pecuniary interest therein.

3. The United States Life Insurance Company in The City of New York ("USL"), an indirect wholly owned subsidiary of CRBG, directly holds $29,831,600.00 principal amount of the reported securities. CIIUS may be deemed to have beneficial ownership of $4,168,400.00 principal amount of the reported securities held by a controlled subsidiary of AIG pursuant to an investment management agreement. The reporting person disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of the reporting person's pecuniary interest therein.

4. CIIUS may be deemed to have beneficial ownership of $6,000,000.00 principal amount of the reported securities held by a controlled subsidiary of AIG pursuant to an investment management agreement. The reporting person disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of the reporting person's pecuniary interest therein.

5. AGLIC directly holds $25,000,000.00 principal amount of the reported securities.

6. AGLIC and The Variable Annuity Life Insurance Company ("VALIC"), an indirect wholly owned subsidiary of CRBG, directly hold $27,289,500.00 principal amount and $10,000,000.00 principal amount of the reported securities, respectively. CIIUS may be deemed to have beneficial ownership of $5,210,500.00 principal amount of the reported securities held by a controlled subsidiary of AIG pursuant to an investment management agreement. The reporting person disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of the reporting person's pecuniary interest therein.

7. AGLIC directly holds $52,644,000.00 principal amount of the reported securities. CIIUS may be deemed to have beneficial ownership of $7,356,000.00 principal amount of the reported securities held by a controlled subsidiary of AIG pursuant to an investment management agreement. The reporting person disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of the reporting person's pecuniary interest therein.

8. AGLIC and USL each directly hold $6,000,000.00 principal amount of the reported securities.

9. AGLIC and VALIC directly hold $18,000,000.00 principal amount and $15,000,000.00 principal amount of the reported securities, respectively.

10. AGLIC directly holds $28,000,000.00 principal amount of the reported securities.

11. AGLIC directly holds $40,000,000.00 principal amount of the reported securities.

12. AGLIC directly holds $12,000,000.00 principal amount of the reported securities.

13. AGLIC directly holds $39,000,000.00 principal amount of the reported securities.

14. AGLIC and USL directly hold $40,000,000.00 principal amount and $10,000,000.00 principal amount of the reported securities, respectively.

Remarks:

Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

	/s/ Christine A. Nixon, Authorized Signatory of Corebridge Financial, Inc.	06/11/2024
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Corebridge Financial (CRBG) Form 3Initial statement of insider ownership