SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MASSACHUSETTS MUTUAL LIFE INSURANCE CO

(Last) (First) (Middle)
1295 STATE STREET

(Street)
SPRINGFIELD MA 01111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BARINGS CORPORATE INVESTORS [ MCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares ("Shares of Beneficial Interest") 219,664 I By Barings LLC(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Fixed Rate Convertible Note Due 11/15/2027 (2) 11/15/2017 P 30,000,000 (2) (2) Common Shares ("Shares of Beneficial Interest") 30,000,000 $0.0000(3) 30,000,000 D(4)
1. Name and Address of Reporting Person*
MASSACHUSETTS MUTUAL LIFE INSURANCE CO

(Last) (First) (Middle)
1295 STATE STREET

(Street)
SPRINGFIELD MA 01111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BARINGS LLC

(Last) (First) (Middle)
1500 MAIN S

(Street)
SPRINGFIELD MA 01115

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Investment Adviser
Explanation of Responses:
1. The inclusion of the Barings held securities of the Issuer shall not be construed as an admission that MassMutual is for the purpose of Section 16 of the Exchange Act, the direct or indirect beneficial owner of the securities of the Issuer beneficially owned by Barings.
2. The dollar amount of principal of the note is convertible into an equivalent dollar amount of the Issuer's common shares based upon the average price of the common shares for ten business days prior to MassMutual's notice of conversion.
3. On November 15, 2017, Barings Corporate Investors (the "Issuer") issued to MassMutual an amended and restated Senior Fixed Rate Convertible Note (the "Note") in the principal amount of $30,000,000, due on November 15, 2027. MassMutual, at its option, can convert the principal amount of the Note into the Issuer's common shares.
4. The inclusion of MassMutual held securities of the Issuer shall not be construed as an admission that Barings is for the purpose of Section 16 of the Exchange Act, the direct or indirect beneficial owner of the securities of the Issuer beneficially owned by MassMutual.
Remarks:
This a joint filing made on behalf of Massachusetts Mutual Life Insurance Company ("MassMutual") and Barings LLC ("Barings"). MassMutual owns 100% of the Issuer's sole convertible debt security. Barings is investment adviser to the Issuer and a wholly-owned subsidiary of MassMutual.
/s/ Donald Griffith, Vice President 11/16/2017
/s/ Ann Malloy, Compliance 11/16/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.