Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
New Mountain Guardian IV BDC, L.L.C.
| (Name of Issuer) |
|
Units of Limited Liability Company Interests |
| (Title of Class of Securities) |
N/A |
| (CUSIP Number) |
|
|
| February 5, 2024 |
| (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).
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CUSIP No. N/A
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SCHEDULE 13G/A
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Page 2
of 7 Pages
|
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1
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NAME OF REPORTING PERSONS
Dimension Capital Management LLC
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|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
525,000
|
||
|
6
|
SHARED VOTING POWER
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
525,000
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.95%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. N/A
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SCHEDULE 13G/A
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Page 3
of 7 Pages
|
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1
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NAME OF REPORTING PERSONS
DCM Investments LP - NMG IV
|
|||
|
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
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
525,000
|
||
|
6
|
SHARED VOTING POWER
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
525,000
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.95%
|
|||
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12
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TYPE OF REPORTING PERSON
FI, PN
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CUSIP No. N/A
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SCHEDULE 13G/A
|
Page 4
of 6 Pages
|
| Item 1. | (a) Name of Issuer |
New Mountain Guardian IV BDC, L.L.C.
| (b) Address of Issuer’s Principal Executive Offices |
1633 Broadway, 48th Floor
New York, New York 10019
| Item 2. | (a) Name of Person Filing |
Dimension Capital Management LLC
DCM Investments LP- NMG IV
| (b) Address of Principal Business Office, or, if none, Residence |
1221 Brickell Avenue, Suite 245, Miami, FL 33131
2800 Ponce De Leon Blvd, 15th Floor, Coral Gables, FL 33134
| (c) Citizenship |
Please refer to Item 4 on each cover sheet for each filing person
| (d) Title of Class of Securities |
Units of Limited Liability Company Interests
| (e) CUSIP No.: |
N/A
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CUSIP No. N/A
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SCHEDULE 13G/A
|
Page 5
of 7 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | 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 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
|
CUSIP
No. N/A
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SCHEDULE 13G/A
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Page
6 of 7 Pages
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Item 4. Ownership
Information with respect to the Reporting Person’s ownership of the Units as of December 31, 2023, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person. The amount beneficially owned by the Reporting Person is determined based on 26,941,956 Units outstanding as disclosed by the Issuer.
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 5 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 or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
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.
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CUSIP No. N/A
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SCHEDULE 13G/A
|
Page 7
of 7 Pages
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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 8, 2024
| Dimension Capital Management LLC | |||
| By: | /s/ Miguel F. Duenas | ||
| Name: | Miguel F. Duenas | ||
| Title: | Managing Director | ||