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 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 III, 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 6, 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 Rated Feeder III, 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 Cayman Islands | ||||
| Number of Units Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 22,305,238 | |||
| 8 | Shared Voting Power 0 | ||||
| 9 | Sole Dispositive Power 22,305,238 | ||||
| 10 | Shared Dispositive Power 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,305,238 | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Units * ¨ | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 27.6% | ||||
| 14 | Type of Reporting Person CO | ||||
CUSIP No. N/A
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 BDC, L.L.C. (the "Issuer") and amends and supplements the initial statement on Schedule 13D filed on September 5, 2024. 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 6, 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 3,994,968 Units at $10 per unit for an aggregate purchase price of $39,949,680. The purchase is expected to close on or about December 20, 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 are 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 directly holds 22,305,238 Units representing 27.6% of the outstanding Units. The beneficial ownership percentage assumes that there are 80,974,363 Units outstanding as of the closing based on information provided by the Issuer.
(b) The Reporting Person has the sole power to vote and dispose of the 22,305,238 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.
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 10, 2024 | NEW MOUNTAIN GUARDIAN IV RATED FEEDER III, Ltd. | |
| By: | /s/ Adam Weinstein | |
| Name: | Adam Weinstein | |
| Title: | Authorized Signatory | |