Sec Form 13D Filing - KLINSKY STEVEN B filing for MTN FIN CORP 8.25% NT DUE (NMFCZ) - 2020-06-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

NEW MOUNTAIN FINANCE CORPORATION

Common Stock, par value $.01 per share

(CUSIP Number)

Steven B. Klinsky

New Mountain Finance Corporation

787 Seventh Avenue

New York, NY  10019

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D/A

*The Steven B. Klinsky Trust holds 429,163 of the shares shown above and the Steven B. Klinsky Non-GST Exempt Trust holds 1,020,267 of the shares shown above.

SCHEDULE 13D/A

SCHEDULE 13D/A

SCHEDULE 13D/A

* This number represents a total of 429,163 shares held in the Steven B. Klinsky Trust and 1,020,267 shares held in the Steven B. Klinsky Non-GST Exempt Trust, both of which the Reporting Person is a trustee.

This Amendment No. 12 amends and supplements the statement on Schedule 13D, filed on May 31, 2011, as amended by Amendment No. 1 thereto filed on August 9, 2011, Amendment No. 2 thereto filed on October 3, 2012, Amendment No. 3 thereto filed on October 23, 2012, Amendment No. 4 thereto filed March 28, 2013, Amendment No. 5 thereto filed on June 28, 2013, Amendment No. 6 thereto filed on July 18, 2013, Amendment No. 7 thereto filed on November 1, 2013, Amendment No. 8 thereto filed on February 18, 2014, Amendment No. 9 filed on October 15, 2015, Amendment No. 10 filed on March 4, 2016 and Amendment No. 11 filed on November 1, 2019 (collectively, the “Schedule 13D”), initially filed by New Mountain Investments III, L.L.C., a Delaware limited liability company, New Mountain Guardian AIV, L.P., a Delaware limited partnership, New Mountain Finance AIV Holdings Corporation, a Delaware corporation (&# x93;AIV Holdings”), New Mountain Guardian Partners, L.P. , a Delaware limited partnership (“Guardian Partners”), New Mountain Guardian GP, L.L.C., a Delaware limited liability company (“Guardian GP”), Steven B. Klinsky, the Steven B. Klinsky Trust, the Steven B. Klinsky Non-GST Exempt Trust, and Adam J. Collins with respect to the common stock, par value $0.01 per share (“Common Stock”), of New Mountain Finance Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D.  Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.

ITEM 2.  IDENTITY AND BACKGROUND

Items 2(a) – (f) of Schedule 13D are hereby amended and restated in their entirety as follows:

(a) - (c) and (f).  This Statement is being filed by Steven B. Klinsky, the Steven B. Klinsky Trust (the “Klinsky Trust”), the Steven B. Klinsky Non-GST Exempt Trust (the “Exempt Trust”) and Adam B. Weinstein (collectively, the “Reporting Persons”).1

Mr. Klinsky is principally engaged in the business of serving as the Chief Executive Officer of New Mountain Capital Group L.P. (“New Mountain Capital”) and is the Chairman of the Board of Directors of the Issuer. Mr. Klinsky is a citizen of the United States of America.

Each of the Klinsky Trust and the Exempt Trust is a New York trust. Mr. Klinsky is the investment trustee and Mr. Weinstein is the trustee of both the Klinsky Trust and the Exempt Trust.

Mr. Weinstein is a Managing Director of New Mountain Capital and is a citizen of the United States of America.

The principal business address of each of the Reporting Persons is 787 Seventh Avenue, New York, NY 10019.

The Reporting Persons have entered into a joint filing agreement, dated as of October 15, 2015, a copy of the which was attached as Exhibit 99.1 to Amendment No. 9 on October 15, 2015.

(d) – (e).  None of the Reporting Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

1 Neither the present filing nor anything contained herein shall be construed as an admission that (i) any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Act, (ii) any of the Reporting Persons are, for purposes of Section 13(d) or Section 16 of the Act or otherwise, a member of a group or (iii) any of the Reporting Persons are, for the purposes of Sections 13(d) of the Act, the beneficial owner of any securities other than securities directly owned by such Reporting Persons.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended to add the following:

Since October 25, 2019 through May 27, 2020, Steven B. Klinsky, the Klinsky Trust and the Exempt Trust acquired, either in open market purchases or through the Issuer’s dividend reinvestment plan, an aggregate of 750,000 shares of the Issuer’s Common Stock using Mr. Klinsky personal funds, which were not borrowed or otherwise obtained for the purpose of acquiring the Issuer’s Common Stock.

Since October 25, 2019 through May 13, 2020, Adam B. Weinstein acquired, either in open market purchases or through the Issuer’s dividend reinvestment plan, an aggregate of 95,683.34 shares of the Issuer’s Common Stock using Mr. Weinstein’s personal funds, which were not borrowed or otherwise obtained for the purpose of acquiring the Issuer’s Common Stock.

ITEM 4.                PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following:

Mr. Klinsky, the Klinsky Trust, the Exempt Trust and Mr. Weinstein purchased the shares of Common Stock based on the belief that the shares of Common Stock, when purchased, represented an attractive investment opportunity.

ITEM 5.                INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) – (b).  With respect to each Reporting Person, the aggregate percentage of shares of Common Stock reported beneficially owned by such person named herein is based upon 96,827,342 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of May 29, 2020 and treating any shares of Common Stock which may be acquired by any Reporting Person within 60 days as being outstanding for purposes of computing the percentage of outstanding shares of Common Stock by such Reporting Person (but not by any other Reporting Person). The aggregate amount of Common Stock beneficially owned by Steven B. Klinsky is 8,690,180.97, constituting approximately 9.0% of the outstanding shares of Common Stock, and 7,240,750.97 of which constitute the sole power to dispose or direct the disposition. The aggregate amount of Common Stock beneficially owned by the Steven B. Klinsky Trust is 429,163, constituting approximately 0.4% of the outstanding shares of Common Stock, and 0 of which constitute the sole power to dispose or direct the disposition. The aggregate amount of Common Stock beneficially owned by the Steven B. Klinsky Non-GST Exempt Trust is 1,020,627, constituting approximately 1.1% of the outstanding shares of Common Stock, and 0 of which constitute the sole power to dispose or direct the disposition. The aggregate amount of Common Stock beneficially owned by Adam B. Weinstein is 1,688,588, constituting approximately 1.7% of the outstanding shares of Common Stock, and 239,158 of which constitute the sole power to dispose or direct the disposition.  The aggregate number of shares of Common Stock to which this Statement relates is 8,929,388.97 shares of Common Stock, constituting approximately 9.2% of the outstanding shares of Common Stock of the Issuer.

With respect to each Reporting Person, for the aggregate number of securities of the Issuer beneficially owned, the percentage of the class of securities of the Issuer beneficially owned, the number of securities for which such Reporting Person has the sole power to vote or to direct the vote, the number of securities for which such Reporting Person has the shared power to vote or to direct the vote, the number of securities for which such Reporting Person has the sole power to dispose or to direct the disposition, and the number of securities for which such Reporting Person has the shared power to dispose or to direct the disposition, see the responses to Items 7 through Item 11 and Item 13 on the attached cover pages.

Item 5(c) of the Schedule 13D is hereby amended to add the following:

Other than the open market purchases of the shares of the Issuer’s Common Stock by Mr. Weinstein and Mr. Klinsky described below, there have been no transactions in the Issuer’s Common Stock effected by the Reporting Persons during the past 60 days.