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Section 1: SC 13D/A (SC 13D/A)

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

NEW MOUNTAIN FINANCE CORPORATION

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

647551100

(CUSIP Number)

 

Steven B. Klinsky

New Mountain Finance Corporation

787 Seventh Avenue

New York, NY  10019

(212) 720-0300

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

 

October 25, 2019

(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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 


 

CUSIP No.   647551100

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Steven B. Klinsky

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
6,740,750.97

 

8

Shared Voting Power
1,199,430*

 

9

Sole Dispositive Power
6,740,750.97

 

10

Shared Dispositive Power
1,199,430*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,940,180.97*

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.2%

 

 

14

Type of Reporting Person
IN

 


*The Steven B. Klinsky Trust holds 179,163 of the shares shown above and the Steven B. Klinsky Non-GST Exempt Trust holds 1,020,267 of the shares shown above.

 

2


 

CUSIP No.   647551100

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Steven B. Klinsky Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
179,163

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
179,163

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
179,163

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%

 

 

14

Type of Reporting Person
OO

 

3


 

CUSIP No.   647551100

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Steven B. Klinsky Non-GST Exempt Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,020,267

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,020,267

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,267

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1%

 

 

14

Type of Reporting Person
OO

 

4


 

CUSIP No.   647551100

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Adam B. Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO, PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
143,474.66

 

8

Shared Voting Power
1,199,430*

 

9

Sole Dispositive Power
143,474.66

 

10

Shared Dispositive Power
1,199,430*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,342,904.66

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.4%

 

 

14

Type of Reporting Person
IN

 


* This number represents a total of 179,163 shares held in the Steven B. Klinsky Trust and 1,020,267 shares held in the Steven B. Klinsky Non-GST Exempt Trust, both of which the Reporting Person is a trustee.

 

5


 

This Amendment No. 11 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, Amendment No. 3 thereto filed on October 23, 2012, Amendment No. 4 thereto filed March 28, 2013, Amendment No. 5 thereto filed on June 28, 2013, Amendment No. 6 thereto filed on July 18, 2013, Amendment No. 7 thereto filed on November 1, 2013, Amendment No. 8 thereto filed on February 18, 2014, Amendment No. 9 filed on October 15, 2015, and Amendment No. 10 filed on March 4, 2016 (collectively, the “Schedule 13D”), initially filed 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, the Steven B. Klinsky Non-GST Exempt Trust, and Adam J. Collins with respect to the common stock, par value $0.01 per share (“Common Stock”), of New Mountain Finance Corporation, a Delaware corporation (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 2.                                 Identity and Background

 

Items 2(a) — (c) and 2(f) of Schedule 13D are hereby amendment and restated in their entirety as follows:

 

(a) - (c) and (f).  This Statement is being filed by Steven B. Klinsky, the Steven B. Klinsky Trust (the “Klinsky Trust”), the Steven B. Klinsky Non-GST Exempt Trust (the “Exempt Trust”) and Adam B. Weinstein (collectively, the “Reporting Persons”)(1)

 

Mr. Klinsky is principally engaged in the business of serving as the Chief Executive Officer of New Mountain Capital Group L.P. (“New Mountain Capital”) and is the Chairman of the Board of Directors of the Issuer. Mr. Klinsky is a citizen of the United States of America.

 

Each of the Klinsky Trust and the Exempt Trust is a New York trust.  Mr. Klinsky is the investment trustee and Mr. Weinstein is the trustee of both the Klinsky Trust and the Exempt Trust.

 

Mr. Weinstein is a Managing Director of New Mountain Capital and is a citizen of the United States of America.

 

The principal business address of each of the Reporting Persons is 787 Seventh Avenue, New York, NY 10019.

 

The Reporting Persons have entered into a joint filing agreement, dated as of October 15, 2015, a copy of the which was attached as Exhibit 99.1 to Amendment No. 9 on October 15, 2015.

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

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

 

6


 

Since February 20, 2016 through October 25, 2019, Steven B. Klinsky, the Klinsky Trust and the Exempt Trust acquired, either in open market purchases or through the Issuer’s dividend reinvestment plan, an aggregate of 2,454,403.97 shares of the Issuer’s Common Stock using Mr. Klinsky personal funds, which were not borrowed or otherwise obtained for the purpose of acquiring the Issuer’s Common Stock.

 

Since February 20, 2016 through October 25, 2019, Adam B. Weinstein acquired, either in open market purchases or through the Issuer’s dividend reinvestment plan, an aggregate of 83,115.003 shares of the Issuer’s Common Stock using Mr. Weinstein’s personal funds, which were not borrowed or otherwise obtained for the purpose of acquiring the Issuer’s Common Stock.

 

Item 4.                                 Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended to add the following:

 

Mr. Klinsky, the Klinsky Trust, the Exempt Trust and Mr. Weinstein purchased the shares of Common Stock based on the belief that the shares of Common Stock, when purchased, represented an attractive investment opportunity.

 

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 shares of Common Stock reported beneficially owned by such person named herein is based upon 96,768,695 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of October 25, 2019 and treating any shares of Common Stock which may be acquired by any Reporting Person within 60 days as being outstanding for purposes of computing the percentage of outstanding shares of Common Stock by such Reporting Person (but not by any other Reporting Person).  The aggregate number of shares of Common Stock to which this Statement relates is 8,083,655.63 shares of Common Stock, constituting approximately 8.3% of the outstanding shares of Common Stock 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:

 

Other than the open market purchases of the shares of the Issuer’s Common Stock by Mr. Weinstein and Mr. Klinsky described below, there have been no transactions in the Issuer’s Common Stock effected by the Reporting Persons during the past 60 days.

 

Name of Purchaser

 

Date

 

Number of
Shares

 

Price Per Share

 

Aggregate
Purchase Price

 

Steven B. Klinsky

 

October 23, 2019

 

355,000

 

$

13.25

 

$

4,703,750

 

Adam Weinstein

 

October 23, 2019

 

15,000

 

$

13.25

 

$

198,750

 

 

7


 

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: November 1, 2019

 

 

 

 

 

 

Steven B. Klinsky

 

 

 

 

 

/s/ Steven B. Klinsky

 

 

 

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 B. Weinstein

 

 

 

 

 

/s/ Adam B. Weinstein

 

8


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