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 13D
(Amendment No. 2)*
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 IV Rated Feeder I, LTD. c/o New Mountain Credit CLO Advisers, L.L.C. Attention: Cyrus Moshiri 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 15, 2023 |
| (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 IV Rated Feeder I, LTD. | ||||
| 2 | Check the Appropriate Box if a Member of a Group* | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 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 Bermuda | ||||
| Number of Units Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 11,550,000 | |||
| 8 | Shared
Voting Power 0 | ||||
| 9 | Sole
Dispositive Power 11,550,000 | ||||
| 10 | Shared
Dispositive Power 0 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 11,550,000 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Units * ¨ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 42.9% | ||||
| 14 | Type
of Reporting Person CO | ||||
2
CUSIP No. N/A
Explanatory Note.
This Amendment No. 2 ("Amendment No. 2") 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, 2023, as amended by Amendment No. 1 filed on November 16, 2023 (as amended, 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. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
This Amendment No. 2 is being filed to update the aggregate percentage of the Issuer’s Units owned by the Reporting Person due to dilution caused by the Issuer’s issuance of additional Units from time to time since the date of the filing of Amendment No. 1 to Schedule 13D and not in connection with a purchase or disposition of any Units by the Reporting Person.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 (a) of this Schedule 13D is hereby amended and restated as follows:
(a) As of the date hereof, the Reporting Person directly holds 11,550,000 Units representing 42.9% of the outstanding Units. The beneficial ownership percentage assumes that there are 26,941,956 Units outstanding based on information provided by the Issuer.
3
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 19, 2023 | NEW MOUNTAIN GUARDIAN IV RATED FEEDER I, LTD. | |
| By: | /s/ Adam Weinstein | |
| Name: | Adam Weinstein | |
| Title: | Authorized Signatory | |