Sec Form 13D Filing - STRS OHIO filing for AGTB Private BDCAGTB Private BDC - 2022-07-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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.

*Based on 4,000,000 shares of Common Stock outstanding as of May 10, 2022.

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Item 1. Security and Issuer.

This Schedule 13D relates to the shares of Common Stock of AGTB Private BDC (the Company). The principal address of the Company is 245 Park Avenue, 26th Floor, New York, NY 10167

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 996,000 shares of common stock in the Company subject to a Subscription Agreement signed with Company on April 19, 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. STRS Ohio also participates in the Company's dividend reinvestment plan whereby dividends are utilized to purchase additional shares of common stock in the Company. The amount of funds used to acquire the stock of the Company was $24,900,000 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 4,000,000 outstanding shares of the Company, as of May 10. 2022.

(a)

STRS Ohio beneficially owns 996,000 shares of common stock, which represents 24.9% of the outstanding shares of the Company as of May 10, 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, 996,000 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 April 19, 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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