UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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: o

* 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/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer owned by New Mountain Finance AIV Holdings Corporation generally will be exercised by it in accordance with the directions of the investors in New Mountain Guardian AIV, L.P.

 

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SCHEDULE 13D/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer owned by New Mountain Finance AIV Holdings Corporation generally will be exercised by it in accordance with the directions of the investors in the Reporting Person.

 

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SCHEDULE 13D/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer owned by the Reporting Person generally will be exercised by it in accordance with the directions of the investors in New Mountain Guardian AIV, L.P.

 

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SCHEDULE 13D/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer owned by New Mountain Finance Corporation generally will be exercised by it in accordance with the directions of its shareholders.

 

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SCHEDULE 13D/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer generally will be exercised (i) with respect to the common membership units owned by New Mountain Finance AIV Holdings Corporation in accordance with the directions of the partners  of New Mountain Guardian AIV, L.P. (including the partners of its limited partners), (ii) with respect to the common membership units owned by the Reporting Person, in accordance with the directions of the Reporting Person and (iii) with respect to the common membership units owned by New Mountain Finance Corporation, in accordance with the directions of its shareholders.  The Steven B. Klinsky Trust holds 99,246 of the securities shown above and the Steven B. Klinsky Non-GST Exempt Trust holds 565,128 of the securities show above as a result of a transfer by bona fide gift of securities from Steven B. Klinsky on October 18, 2012.

 

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SCHEDULE 13D/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer generally will be exercised in accordance with the directions of the Reporting Person.

 

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SCHEDULE 13D/A

 

 

* Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to common membership units of the Issuer generally will be exercised in accordance with the directions of the Reporting Person.

 

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SCHEDULE 13D/A

 

 

* 99,246 of these securities are held in the Steven B. Klinsky Trust, of which the Reporting Person is the trustee. In addition, 565,128 of these securities are held in the Steven B. Klinsky Non-GST Exempt Trust, of which the Reporting Person is also a trustee. Pursuant to the Investment Company Act of 1940, as amended, voting rights with respect to 680,719 common membership units of the Issuer generally will be exercised in accordance with the directions of the Reporting Person.

 

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This Amendment No. 4 amends and supplements the statement on Schedule 13D, filed on May 31, 2011, as amended by Amendment No. 1 thereto filed on August 9, 2011, Amendment No. 2 thereto filed on October 3, 2012, and Amendment No. 3 thereto filed on October 23, 2012 (collectively, the “Schedule 13D”), by New Mountain Investments III, L.L.C., a Delaware limited liability company, New Mountain Guardian AIV, L.P., a Delaware limited partnership, New Mountain Finance AIV Holdings Corporation, a Delaware corporation (“AIV Holdings”), New Mountain Guardian Partners, L.P. , a Delaware limited partnership (“Guardian Partners”), New Mountain Guardian GP, L.L.C., a Delaware limited liability company (“Guardian GP”), Steven B. Klinsky, the Steven B. Klinsky Trust and Adam J. Collins (collectively, the “Reporting Persons”)(1) with respect to the common membership units (“Units”), of New Mountain Finance Holdings, L.L.C., a Delaware limited liability company (the “Issuer”).  Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D.  Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Schedule 13D is hereby amended to add the following:

 

On March 25, 2013, New Mountain Finance Corporation (“NMFC”) completed an underwritten public offering of 2,000,000 shares of its Common Stock at a public offering price of $14.30 per share (the “March 2013 Primary Offering”). As a result, pursuant to the LLC Agreement as described in Item 6, NMFC used the aggregate net proceeds (after deducting underwriting discounts and commissions) from the March 2013 Primary Offering of $28,400,000 to acquire 2,000,000 Units.

 

On March 25, 2013, NMFC completed an underwritten public offering of 4,900,000 shares of its Common Stock at a public offering price of $14.30 per share (the “March 2013 Resale Offering”) on behalf of AIV Holdings. In connection with the March 2013 Resale Offering, AIV Holdings tendered 4,900,000 Units held by AIV Holdings to NMFC in exchange for $67,963,000 of net proceeds (after deducting underwriting discounts and commissions) and NMFC issued 4,900,000 shares of its Common Stock directly to the underwriters for the March 2013 Resale Offering.

 

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER

 

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a) — (b).  With respect to each Reporting Person, the aggregate percentage of Units reported beneficially owned by such person named herein is based upon 42,578,352 Units outstanding, which is the total number of Units outstanding as of March 25, 2013.  The aggregate

 

(1)   Neither the present filing nor anything contained herein shall be construed as an admission that (i) any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Act, (ii) any of the Reporting Persons are, for purposes of Section 13(d) or Section 16 of the Act or otherwise, a member of a group or (iii) any of the Reporting Persons are, for the purposes of Sections 13(d) of the Act, the beneficial owner of any securities other than securities directly owned by such Reporting Persons.

 

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number of Units to which this Statement relates is 13,659,927 Units, constituting approximately 32.1% of the outstanding Units of the Issuer.

 

With respect to each Reporting Person, for the aggregate number of securities of the Issuer beneficially owned, the percentage of the class of securities of the Issuer beneficially owned, the number of securities for which such Reporting Person has the sole power to vote or to direct the vote, the number of securities for which such Reporting Person has the shared power to vote or to direct the vote, the number of securities for which such Reporting Person has the sole power to dispose or to direct the disposition, and the number of securities for which such Reporting Person has the shared power to dispose or to direct the disposition, see the responses to Items 7 through Item 11 and Item 13 on the attached cover pages.

 

Item 5(c) of the Schedule 13D is hereby amended to add the following:

 

On March 25, 2013, NMFC completed the March 2013 Primary Offering of 2,000,000 shares of its Common Stock at a public offering price of $14.30 per share. As a result, pursuant to the LLC Agreement as described in Item 6, the Issuer issued 2,000,000 Units to NMFC in exchange for the net proceeds (after deducting underwriting discounts and commissions) of the March 2013 Primary Offering.

 

On March 25, 2013, concurrent with the March 2013 Primary Offering, NMFC completed the March 2013 Resale Offering of 4,900,000 shares of its Common Stock at a public offering price of $14.30 per share on behalf of AIV Holdings. In connection with the March 2013 Resale Offering, AIV Holdings exchanged 4,900,000 Units held by AIV Holdings for 4,900,000 shares of the NMFC’s Common Stock and instructed NMFC to issue such shares directly to the underwriters for the March 2013 Resale Offering.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Item 6 of the Schedule 13D is hereby amended to add the following:

 

In connection with the March 2013 Primary Offering and the March 2013 Resale Offering, NMFC, the Issuer and AIV Holdings, among others, entered into an underwriting agreement, dated March 20, 2013, with certain underwriters (the “March 2013 Underwriting Agreement”). A more detailed summary of the March 2013 Underwriting Agreement is set forth in the Issuer’s Prospectus dated March 20, 2013, as filed with the SEC on March 21, 2013. This summary is qualified in its entirety by the terms of the March 2013 Underwriting Agreement, which is set forth as Exhibit 99.5, and is incorporated herein by reference.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Item 7 of the Schedule 13D is hereby amended to add the following::

 

99.5        Underwriting Agreement, dated March 20, 2013, filed as Exhibit (h)(2) to the Post-Effective Amendment No. 1 to the Issuer’s Registration Statement on Form N-2 dated March 20, 2013, and incorporated herein by reference.

 

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SIGNATURES

 

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: March 28, 2013
	NEW MOUNTAIN INVESTMENTS III, L.L.C.
	By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Managing Member
	NEW MOUNTAIN GUARDIAN AIV, L.P.
	By:	New Mountain Investments III, L.L.C.,
		its general partner
	By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Managing Member
	NEW MOUNTAIN FINANCE AIV HOLDINGS CORPORATION
	By:	/s/ Adam Weinstein
	Name:	Adam Weinstein
	Title:	Chief Administrative Officer and Executive Vice President
	NEW MOUNTAIN GUARDIAN GP, L.L.C.
	By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Managing Member
	Steven B. Klinsky
	/s/ Steven B. Klinsky

 

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	STEVEN B. KLINSKY TRUST
	By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	STEVEN B. KLINSKY NON-GST EXEMPT TRUST
	By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Adam J. Collins
	/s/ Adam J. Collins

 

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