Teachers Insurance And Annuity Association Of America - Real Estate Account Variable Annuity Form 3/A Nuveen Global Cities REIT / INSURANCE & ANNUITY ASSOCIATION OF AMERICA TEACHERS ownership change

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^*

TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA

(Last)

(First)

(Middle)

730 THIRD AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2024

3. Issuer Name and Ticker or Trading Symbol
Nuveen Global Cities REIT, Inc. [ NONE ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/30/2021

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)
Class N Common Stock	29,730,608	I	See footnote⁽¹⁾

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 April 30, 2021, the filing date of the Form 3 that this amended Form 3 is being filed to amend, these shares were held by T-C GA Real Estate Holdings LLC (the "Prior Holder"). On October 1, 2024, the Reporting Person caused the shares to be transferred from the Prior Holder to TIAA GCREIT Holdings LLC (the "New Holder"). Each of the Prior Holder and the New Holder is a wholly owned subsidiary of the Reporting Person. Both before and after the transfer, the Reporting Person indirectly owned such transferred shares. The transfer resulted in a change only in the form of beneficial ownership and, per Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Act"), was not a reportable transaction under Section 16 of the Act.

	TEACHERS INSURANCE & ANNUITY ASSOCATION OF AMERICA, By: /s/ Keith Atkinson, Name: Keith Atkinson, Title: Managing Director and Associate General Counsel	10/01/2024
	** 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.

Teachers Insurance And Annuity Association Of America - Real Estate Account Variable Annuity (QREARX) Form 3/ANuveen Global Cities REIT / INSURANCE & ANNUITY ASSOCIATION OF AMERICA TEACHERS ownership change