UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ~~_______________________~~

FORM 8-K

~~_______________________ CURRENT~~Current ~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~ Report

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or ~~of earliest event reported~~15(d)~~: July 3, 2024~~

~~TCW~~of ~~Direct~~the ~~Lending~~Securities ~~VII~~Exchange ~~LLC~~Act ~~(Exact name~~ of ~~registrant as specified in its charter)~~1934

Delaware	814-01246	82-2252672
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Date of Report (Date of earliest event reported): December 11, 2024

200 Clarendon Street, 51st Floor Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

TCW Direct Lending VII LLC

(Exact Name of Registrant as Specified in its Charter)

814-01246

Delaware

82-2252672

(Commission

File Number)

(State or other jurisdiction
of incorporation)

(I.R.S. Employer

Identification No.)

200 Clarendon Street, 51st Floor
Boston, Massachusetts
(Address of Principal Executive Offices and Zip Code) 02116

Registrant’s telephone number, including area code: (617) 936-2275

Not Applicable ~~(Former name or former address, if changed since last report)~~

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

[Check ]the ~~Written~~appropriate ~~communications~~box ~~pursuant~~below if the Form 8-K is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act (17~~under ~~CFR~~any ~~230.425)~~of the following provisions:

[☐ ]Written ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

[☐ ]Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

[☐ ] Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~[X]~~☐ ~~Indicate by~~Pre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c).)

[Indicate ~~] If an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~an ~~not~~emerging togrowth ~~use~~company as defined in Rule 405 of the ~~extended~~Securities ~~transition~~Act ~~period~~of ~~for~~1933 ~~complying with~~(§230.405 ~~any~~of ~~new~~this chapter) or ~~revised~~Rule 12b-2 ~~financial~~of ~~accounting~~the ~~standards~~Securities ~~provided~~Exchange ~~pursuant~~Act toof ~~Section~~1934 13(a)§240.12b-2 of ~~the~~this ~~Exchange Act~~chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

On ~~June 28~~December 11, 2024, TCW Direct Lending VII LLC (the “Company”) ~~held~~completed its ~~2024~~solicitation ~~Annual~~of ~~Meeting~~consents ofto ~~Members~~approve ~~(the~~a ~~“Annual~~proposal ~~Meeting”)~~to atincrease ~~which a~~the ~~quorum~~maximum ~~was~~aggregate ~~present~~of ~~via~~permissible ~~teleconference~~follow-on orinvestments by(the ~~proxy~~“Consent Solicitation”). AtPursuant to the ~~Annual~~Consent ~~Meeting~~Solicitation, the following matters were submitted to the vote of the members, with the results of voting on each such matter set forth below.

1. The Company’s members approved a(by ~~proposal~~affirmative tovote ~~re-elect~~of ~~the~~77.02% ~~following~~of ~~Class~~outstanding ~~III~~Common ~~director~~Units) toa ~~the~~proposal ~~Company’s~~to ~~Board~~amend ofand ~~Directors,~~restate toSection ~~hold~~6.14(b) ~~office~~of ~~until~~ the ~~annual~~Company’s ~~meeting,~~Fourth orAmended ~~special~~and ~~meeting~~Restated inLimited ~~lieu~~Liability ~~thereof,~~Company ofAgreement ~~members~~permitting isfollow-on ~~held~~investments ~~in 2027, with voting results~~ as follows:

Director Nominees		Votes For	Votes Withheld	Broker Non-Votes
Andrew W. Tarica		7,228,000	0	0

(b)

Follow-on investments in existing Portfolio Companies up to an aggregate amount not to exceed an amount equal to 10% of the aggregate cumulative amounts invested or committed for investment by the Company during the Commitment Period.

~~There~~The voting results were noas ~~abstentions.~~follows:

2. The Company’s members approved a proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, with voting results as follows:

Votes For		Votes Against		Votes Abstaining
10,577,850		5,000		0

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
7,228,000	0	0	0

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TCW Direct Lending VII LLC Date: July 3, 2024 By: /s/ Andrew Kim Name: Andrew Kim Title: Chief Financial Officer

Date: December 16, 2024	TCW DIRECT LENDING VII LLC

	By:	/s/ Andrew Kim
		Name:	Andrew Kim
		Title:	Chief Financial Officer

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