Sec Form 13D Filing - New Mountain Guardian Investments IV L.L.C. filing for New Mountain Guardian IV BDC L.L.C.New Mountain Guardian IV BDC L.L.C. - 2022-12-12

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 1)*

 

THE SECURITIES EXCHANGE ACT OF 1934

 

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)

 

New Mountain Guardian Investments IV, L.L.C. 1633 Broadway, 48th Floor New York, NY 10019 (212) 720-0300

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

 

December 8, 2022

(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 ¨.

 

*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

 

CUSIP No.   N/A
	1	Name of Reporting Persons New Mountain Guardian Investments IV, L.L.C.
	2	Check the Appropriate Box if a Member of a Group*
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds* WC (See Item 3)
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6	Citizenship or Place of Organization Delaware
Number of Units Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 3,000,000
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 3,000,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Units *   ¨
	13	Percent of Class Represented by Amount in Row (11) 39.9%
	14	Type of Reporting Person OO – Limited Liability Company

 

CUSIP No.   N/A
	1	Name of Reporting Persons Steven B. Klinsky
	2	Check the Appropriate Box if a Member of a Group*
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds* OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6	Citizenship or Place of Organization United States of America
Number of Units Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 3,000,000
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 3,000,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Units *   ¨
	13	Percent of Class Represented by Amount in Row (11) 39.9%
	14	Type of Reporting Person IN

 

CUSIP No.   N/A

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the units of limited liability company interests (the “Units”) of New Mountain Guardian IV BDC, L.L.C. (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on September 1, 2022 (as amended by Amendment No. 1, the “Schedule 13D”). The principal executive office of the Issuer is 1633 Broadway, 48th Floor, New York, New York 10019. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended and supplemented as follows:   On December 8, 2022, the Issuer delivered a capital drawdown notice to investors, pursuant to which New Mountain Guardian Investments IV, L.L.C. was obligated to make a capital contribution to purchase 1,000,000 Units at $10 per unit for an aggregate purchase price of $10,000,000. The purchase is expected to close on or about December 22, 2022. The source of funds for the purchases of such Units was working capital of New Mountain Guardian Investments IV, L.L.C.
Item 4.	Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:   The information set forth in Item 3 of the Schedule 13D is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer.
Items 5 (a)-(c) of this Schedule 13D are hereby amended and restated as follows:
(a)	As of the date hereof, the Reporting Persons may be deemed to beneficially own the 3,000,000 Units held by New Mountain Guardian Investments IV, L.L.C., representing approximately 39.9% of the outstanding Units.  The beneficial ownership percentage assumes that there are 7,528,831 Units outstanding following the closing.
(b)	The Reporting Persons may be deemed to have sole power to vote and dispose of the 3,000,000 Units held by New Mountain Guardian Investments IV, L.L.C.
(c)	Except as disclosed in this Schedule 13D, the Reporting Persons have not effected any transaction in the Units of the Issuer during the past 60 days.

 

 

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: December 12, 2022	NEW MOUNTAIN GUARDIAN INVESTMENTS IV, L.L.C.
	By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Managing Member
	By:	/s/ Steven B. Klinsky
		Steven B. Klinsky