Sec Form 13D Filing - Public Institution for Social Security filing for Sixth Street Lending PartnersSixth Street Lending Partners - 2023-11-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

SIXTH STREET LENDING PARTNERS

(Name of Issuer)

Common shares of beneficial interest, par value $0.001 per share

(Title of Class of Securities)

N/A

(CUSIP Number)

Ricardo Davidovich, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza

26th Floor

New York, NY 10112

(212) 835-4837

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 21, 2023

(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-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. N/A

This Amendment to Schedule 13D (as amended, this “Schedule 13D”) is being filed by the Reporting Person to amend the Schedule 13D related to common shares of beneficial interest, par value $0.001 per share (the “Shares”), of Sixth Street Lending Partners, a Delaware statutory trust (the “Issuer”), initially filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2022.

This Amendment to Schedule 13D is being filed to update the aggregate percentage of Shares owned by the Reporting Person, which changed primarily due to the Issuer’s issuance of additional Shares on November 21, 2023 (the “November Issuance”), rather than as a result of any acquisition or disposition of Shares by the Reporting Person. Based on 55,752,945 Shares outstanding as of November 21, 2023, as disclosed by the Issuer to the Reporting Person in connection with the November Issuance, such November Issuance contributed to a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Person in the Amendment to Schedule 13D filed on September 28, 2023.

Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

“As the Reporting Person did not opt out of the DRIP in connection with certain dividends declared by the Board on September 30, 2023, in lieu of distributing cash in respect of such dividends, the Issuer instead used those dividends to acquire additional Shares on behalf of the Reporting Person. As a result, the Reporting Person acquired an additional 128,497 Shares on November 16, 2023. No additional cash was paid by the Reporting Person in connection with the acquisition of these additional Shares.”

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

“The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated herein by reference.

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which the Reporting Person has:

See Item 7 on the cover page(s) hereto.

See Item 8 on the cover page(s) hereto.

See Item 9 on the cover page(s) hereto.

See Item 10 on the cover page(s) hereto.

As of the date hereof, the Reporting Person owns only the Shares of the Issuer as set forth in this Item 5.

(c) Other than as set forth on Annex A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) 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.