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. 1)*
THE SECURITIES EXCHANGE ACT OF 1934
| New Mountain Guardian IV Income Fund, 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 Income Rated Feeder II, 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) |
| September 16, 2024 |
| (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 Income Rated Feeder II, 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 18,000,000 | |||
| 8 | Shared
Voting Power 0 | ||||
| 9 | Sole
Dispositive Power 18,000,000 | ||||
| 10 | Shared
Dispositive Power 0 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,000,000 | ||||
| 12 | Check Box if the Aggregate Amo unt in Row (11) Excludes Certain Units * ¨ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 61.2% | ||||
| 14 | Type
of Reporting Person CO | ||||
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Explanatory Note
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 Income Fund, L.L.C. (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on May 9, 2024 (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. 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 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and restated to include the amended and restated Annex A attached hereto, which is incorporated herein by reference.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of this Schedule 13D is hereby amended and supplemented as follows:
On September 16, 2024, the Issuer delivered a capital drawdown notice to Reporting Person, pursuant to which Reporting Person was obligated to make a capital contribution to purchase 3,000,000 Units at $10.00 per unit for an aggregate purchase price of $30,000,000. The purchase is expected to close on or about September 30, 2024. The source of funds for the purchase of such Units is the Reporting Person’s working capital received from the issuance of promissory notes to its investors.
| 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 is hereby amended and restated as follows:
The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(a) As of the date hereof, the Reporting Person beneficially owns 18,000,000 Units representing 61.2% of the outstanding Units. The beneficial ownership percentage assumes that there are 29,430,300 Units outstanding following the issuance of all capital drawdown notices to date, based on information provided by the Issuer.
(b) The Reporting Person has the sole power to vote and dispose of the 18,000,000 Units.
(c) Except as disclosed in this Schedule 13D, the Reporting Person has not effected any transaction in the Units of the Issuer during the past 60 days.
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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: September 18, 2024 | NEW MOUNTAIN GUARDIAN IV INCOME RATED FEEDER II, LTD. | |
| By: | /s/ Adam Weinstein | |
| Name: | Adam Weinstein | |
| Title: | Authorized Signatory | |
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
| Name and Position | Principal Occupation | Principal Business Address | Citizenship |
| Christopher Ford, Director | Vice President, Walkers Corporate (Bermuda) | Walkers Corporate (Bermuda) Limited, Park Place, 55 Par-La-Ville Road, Hamilton, HM 11, Bermuda | USA |
| Nilani Perera, Director | Senior Vice President, Walkers Fiduciary Limited | Walkers Fiduciary Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands | New Zealand |
| Karen Ellerbe, Director | Senior Vice President, Walkers Fiduciary Limited | Walkers Fiduciary Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands | Cayman Islands |
| Robert O'Dolan, Director | Vice President, Walkers Fiduciary Limited | Walkers Fiduciary Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands | Ireland |
| Walkers Corporate (Bermuda) Limited, Secretary | N/A | Walkers Corporate (Bermuda) Limited, Park Place, 55 Par-La-Ville Road, Hamilton, HM 11, Bermuda | N/A |
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