UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
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Varagon Capital Corporation |
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Name of Issuer |
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Common Stock |
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Title of Class of
Securities |
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N/A |
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CUSIP No. |
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Matthew Worley
State Teachers Retirement System of Ohio
275 East Broad Street, Columbus, Ohio 43215
614-227-2847 |
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Name Address and Telephone Number
of Person Authorized to Receive Notices and Communications) |
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June 2, 2022 |
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Date of Event which Requires Filing
of this Statement |
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box. []
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP No. N/A
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(1) |
Names of Reporting Persons.
State Teachers Retirement System of Ohio |
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(2) |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
(a)
o
(b)
X |
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(3) |
SEC Use Only |
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(4) |
Source of Funds (See Instructions)
WC |
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(5) |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e): [] |
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(6) |
Citizenship or Place of Organization:
State of Ohio United States |
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Number Of Shares Beneficially Owned By Each
Reporting Person With |
(7) |
Sole Voting Power:
5,900,000 |
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(8) |
Shared Voting Power: 0 |
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(9) |
Sole Dispositive Power:
5,900,000 |
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(10) |
Shared Dispositive Power: 0 |
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(11) |
Aggregate amount beneficially owned by each
reporting person: 5,900,000 |
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(12) |
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): o |
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(13) |
Percent of Class Represented by Amount in Row (11):
16.3%* |
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(14) |
Type of Reporting Person (See Instructions):
EP |
*Based on 36,130,510 shares of Common Stock outstanding as of June 2, 2022.
Page 1 of 2
Item
1. Security and Issuer.
This Schedule 13D relates to the shares of Common Stock of Varagon Capital Corporation (the Company).
The principal address of the Company is 299 Park Avenue, 3rd Floor, New York, NY 10171
Item 2. Identity and
Background.
(a)
This
statement is being filed by State Teachers Retirement System of Ohio (STRS
Ohio)(the Reporting Person).
State
of Organization: Ohio
(b)
Address
of Principal Office: 275 East Broad Street, Columbus Ohio 43215
(c)
Principal
Business: Public Pension Fund created under Section 3307 of the Ohio Revised
Code.
(d)
STRS
Ohio has not, during the past 5 years, been convicted in a criminal
proceeding.
(e)
STRS
Ohio has not, during the past 5 years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f)
State
of Organization: Ohio
Item 3. Source
and Amount of Funds or Other Consideration.
STRS Ohio has purchased 5,900,000 shares of common stock in the Company subject to a Subscription Agreement signed
with Company on June 2, 2022. Shares of common stock are purchased each time the Company delivers a capital contribution notice to STRS Ohio.
Shares are purchased at a price per share equal to the most recent NAV per share as determined by the Company's Board of Directors.
The amount of funds used to acquire the stock of the Company was $59,000,000
No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities.
Item 4. Purpose of
Transaction.
STRS Ohio acquired the shares of common stock in the Company for investment purposes in the course of ordinary business.
STRS Ohio has a commitment to purchase up to $100,000,000 of shares of common stock in the Company. Shares are purchased each time the Company
delivers a capital contribution notice to purchase shares at a price per share equal to the most recent net asset value (NAV) per share as
determined by the Company Board of Directors.
Item 5. Interest in Securities of the
Issuer.
All percentages are based on 36,130,510 outstanding shares of the Company, as of June 2, 2022.
(a)
STRS Ohio beneficially owns 5,900,000 shares of common stock, which represents 16.3% of the outstanding shares of the Company as of June 2, 2022.
(b)
STRS Ohio has the
sole power to vote, or to direct to vote, and the sole power to dispose or to
direct to dispose, 5,900,000 shares of the Company.
(c)
n/a
(d)
No other person
has the right to receive or the power to direct the receipt of dividends, or
proceeds of such securities outlined in this Schedule 13D.
(e)
Not
applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
STRS Ohio purchases shares of common stock in the Company pursuant to a Subscription Agreement that was executed on June 2, 2022.
Item 7. Material to be Filed as
Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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Date: July 27, 2022 |
by: |
/s/ MATTHEW WORLEY |
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Matthew Worley |
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Deputy Executive Director,
Investments |
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