Universities Superannuation Scheme Ltd as sole corporate trustee for Universities Superannuation Scheme 4

What Happened

• Universities Superannuation Scheme Ltd (as sole corporate trustee for Universities Superannuation Scheme), a reported 10% owner of Constitution Capital Access Fund, LLC (ticker XCAIX), disposed 2,705,782.996 Class I shares on February 28, 2026. The reported per-share price was $12.20 for total proceeds of $33,010,553. The Form 4 records the transaction as code J (other acquisition or disposition).

Key Details

• Transaction date and price: 2026-02-28 at $12.20 per share; total value $33,010,553.
• Transaction type: Disposal (reported as code J — “other acquisition or disposition”); footnote F2 states shares were disposed as part of a quarterly tender offer pursuant to the Reporting Person’s earlier Schedule 13D filing.
• Direct holder: Footnote F3 clarifies L8 Investment Holdings LP, an indirect wholly‑owned subsidiary of the Reporting Person, is the direct holder of the securities.
• Filing/timeliness: Form filed 2026-04-02; the Reporting Person notes it was notified of the transaction on 2026-04-01 (footnote F1). The filing came more than a month after the trade date.
• Shares owned after the transaction: Not specified in the provided Form 4.

Context

• This was an institutional disposal through a tender offer, not an executive sale; 10% owners and their subsidiaries frequently use tender offers or block trades to adjust holdings. Such a disposition is a liquidity/portfolio action and should not be taken alone as a signal of company fundamentals.
• Late reporting reduces near-term transparency for retail investors but does not, by itself, indicate misconduct.