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TPG Specialty Lending, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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87265K102
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(CUSIP Number)
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December 31, 2014
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(Date of Event which Requires Filing of this Statement)
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X
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP 87265K102
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Universities Superannuation Scheme Ltd as trustee for Universities Superannuation Scheme
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,488,476*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,488,476*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,448,476
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
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12
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TYPE OF REPORTING (SEE INSTRUCTIONS)
FI
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CUSIP 87265K102
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
USS Investment Management Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,488,476*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,488,476*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,488,476 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
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12
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TYPE OF REPORTING (SEE INSTRUCTIONS)
FI
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CUSIP 87265K102
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Page 4 of 8 Pages
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Item 1(a).
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Name of Issuer: TPG Specialty Lending, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
301 Commerce Street, Suite 3300
Forth Worth, TX 76102
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Item 2(a).
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Name of Person(s) Filing:
This Schedule 13G is being filed jointly by Universities Superannuation Scheme Ltd as trustee for Universities Superannuation Scheme (“USSL”) and
USS Investment Management Limited (“USSIM”).
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
Both USSL and USSIM maintain their principal offices at:
Royal Liver Building
Liverpool L3 1PY
United Kingdom
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Item 2(c).
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Citizenship:
Both USSL and USSIM are incorporated in the United Kingdom.
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Item 2(d).
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Title of Class of Securities:
Common Stock, $0.01 par value
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Item 2(e).
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CUSIP Number:
87265K102
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) x A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
(k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing for a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution. Non-U.S. investment adviser and Non-U.S. employee benefit plan
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CUSIP 87265K102
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Page 5 of 8 Pages
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| Item 4. | Ownership*: | |
| A. | Universities Superannuation Scheme Ltd as trustee for Universities Superannuation Scheme | |
| (a) | Amount beneficially owned: 3,488,476 | |
| (b) | Percent of class: 6.5% | |
| (c) | Number of Shares as to which the person has: | |
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(i)
(ii)
(iii)
(iv)
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sole power to vote or to direct the vote:
shared power to vote or direct the vote: 3,488,476
sole power to dispose or to direct the disposition of:
shared power to dispose or to direct the disposition of: 3,488,476
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| B. | USS Investment Management Limited | |
| (a) | Amount beneficially owned: 3,488,476 | |
| (b) | Percent of class: 6.5% | |
| (c) | Number of Shares as to which the person has: | |
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(i)
(ii)
(iii)
(iv)
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sole power to vote or to direct the vote:
shared power to vote or direct the vote: 3,488,476
sole power to dispose or to direct the disposition of:
shared power to dispose or to direct the disposition of: 3,488,476
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Item 5.
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Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: [ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
See Attachment A.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable
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Item 8.
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Identification and Classification of Members of the Group:
Not Applicable
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CUSIP 87265K102
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Page 6 of 8 Pages
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Item 9.
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Notice of Dissolution of Group:
Not Applicable
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Item 10.
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Certification:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Universities Superannuation Scheme Ltd as trustee for Universities Superannuation Scheme
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By:
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/s/ Ian Sherlock
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By: Ian Sherlock
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Its: Company Secretary
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USS Investment Management Limited
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By:
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/s/ Simon James
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By: Simon James
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Its: Chief Compliance Officer
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CUSIP 87265K102
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Page 7 of 8 Pages
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Universities Superannuation Scheme Ltd as trustee for Universities Superannuation Scheme
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By:
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/s/ Ian Sherlock
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By: Ian Sherlock
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Its: Company Secretary
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USS Investment Management Limited
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By:
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/s/ Simon James
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By: Simon James
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Its: Chief Compliance Officer
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CUSIP 87265K102
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Page 8 of 8 Pages
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