CUSIP No. G9087Q102

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 5)*

 

Tronox Holdings plc

 

 

 

(Name of Issuer)

 

Common Stock

 

 

 

(Title of Class of Securities)

 

G9087Q102

 

 

(CUSIP Number)

 

December 31, 2019

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  x   Rule 13d-1(b)
  o   Rule 13d-1(c)
  o   Rule 13d-1(d)

 

 

*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 in 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 (however, see the Notes).

(Continued on following page(s))

 

CUSIP No. G9087Q102

 

  13G Page 2 of 11

 

1. NAME OF REPORTING PERSONS  
     
  Nuveen Asset Management, LLC       27-4357327
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 0
       
  6. SHARED VOTING POWER 0
       
  7. SOLE DISPOSITIVE POWER 0
       
  8. SHARED DISPOSITIVE POWER 0

 

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  0
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  0%
   
12. TYPE OF REPORTING PERSON
   

IA

 

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  13G Page 3 of 11

 

1. NAME OF REPORTING PERSONS  
     
  TIAA-CREF Investment Management, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 3,766,754
       
  6. SHARED VOTING POWER 0
       
  7. SOLE DISPOSITIVE POWER 3,766,754
       
  8. SHARED DISPOSITIVE POWER 0
       
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  3,766,754
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  2.655%
   
12. TYPE OF REPORTING PERSON
   
  IA
 

CUSIP No. G9087Q102

 

  13G Page 4 of 11

 

1. NAME OF REPORTING PERSONS  
     
  College Retirement Equities Fund- Stock Account  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  New York  

 

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 0
       
  6. SHARED VOTING POWER 3,500,968
       
  7. SOLE DISPOSITIVE POWER 0
       
  8. SHARED DISPOSITIVE POWER 3,500,968
       
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  3,500,968
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  2.467%
   
12. TYPE OF REPORTING PERSON
   
  IV
 

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  13G Page 5 of 11

 

1. NAME OF REPORTING PERSONS  
     
  Teachers Advisors, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
    (b) o
     
3. SEC USE ONLY  
     
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH:

 

  5. SOLE VOTING POWER 1,189,263
       
  6. SHARED VOTING POWER 0
       
  7. SOLE DISPOSITIVE POWER 1,189,263
       
  8. SHARED DISPOSITIVE POWER 0
       
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,189,263
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
   
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  0.838%
   
12. TYPE OF REPORTING PERSON
   
  IA
 

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  13G Page 6 of 11

 

Item 1(a). NAME OF ISSUER:
   
  Tronox Holdings plc
   
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  1 Stamford Plaza
  263 Tresser Blvd, Suite 1100
  Stamford, CT 06901
   
Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING:
   
  Nuveen Asset Management, LLC (“NAM”)
  333 W. Wacker Drive
  Chicago, IL  60606
  Citizenship:  Delaware
   
  TIAA-CREF Investment Management, LLC (“TCIM”)
  730 Third Avenue
  New York, NY  10017-3206
  Citizenship:  Delaware
   
  College Retirement Equities Fund-Stock Account (“CREF SA”)
  730 Third Avenue
  New York, NY  10017-3206
  Citizenship:  New York
   
  Teachers Advisors, LLC (“TAL”)
  730 Third Avenue
  New York, NY  10017-3206
  Citizenship:  Delaware
   
Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock
   
Item 2(e). CUSIP NUMBER:  G9087Q102
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
 

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  13G Page 7 of 11

 

NAM

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

TCIM

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 

CUSIP No. G9087Q102

 

  13G Page 8 of 11

 

CREF SA

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) x Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

TAL

(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) o Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940.
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

 

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  13G Page 9 of 11

 

Item 4. OWNERSHIP
   
  (a)  Aggregate amount beneficially owned: 4,956,017  (See Exhibit A attached)
     
  (b)  Percent of class: 3.49%
     
  (c) Number of shares as to which person has:  

 

  NAM TCIM CREF SA TAL  
           
Sole Voting Power: 0 3,766,754 0 1,189,263  
           
Shared Voting Power: 0 0 3,500,968 0  
           
Sole Dispositive Power: 0 3,766,754 0 1,189,263  
           
Shared Dispositive Power: 0 0 3,500,968 0  
           
Item 5. 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 five percent of the class of securities, check the following x.
   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not Applicable.
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not Applicable
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not Applicable
   
Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not Applicable
 

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  13G Page 10 of 11

 

Item 10. CERTIFICATIONS.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with nomination under §240.14a-11
   
  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.
   
  Date: February 14, 2020
   
  NUVEEN ASSET MANAGEMENT, LLC
     
  By: /s/ Diane S. Meggs
  Diane S. Meggs
  Chief Compliance Officer
     
  TIAA-CREF INVESTMENT MANAGEMENT, LLC
     
  By: /s/ Stuart R. Brunet
  Stuart Brunet, Managing Director,
  Chief Compliance Officer
     
  COLLEGE RETIREMENT EQUITIES FUND-STOCK ACCOUNT
     
  By: /s/ Stuart R. Brunet
  Stuart Brunet, Managing Director,
  Chief Compliance Officer
     
  TEACHERS ADVISORS, LLC
     
  By: /s/ Stuart R. Brunet
  Stuart Brunet, Managing Director,
  Chief Compliance Officer
 

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  13G Page 11 of 11

 

EXHIBIT A

 

TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 3,766,754 shares of Issuer’s common stock owned by CREF. Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 1,189,263 shares of Issuer’s common stock owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts. Nuveen Asset Management, LLC (“NAM”), is a registered investment adviser affiliated with TCIM and TAL. NAM may be deemed to be a beneficial owner of 0 shares of Issuer’s common stock. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer.