UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
September 16, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| 1 | NAMES OF REPORTING PERSONS | | |
| Caisse de retraite d’Hydro-Québec | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
| (b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Canada | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 6,000,000 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 0 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 6,000,000 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 6,000,000 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| 20.4% | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| EP | | |
| | |
| Item 1(a). | Name of Issuer: |
New Mountain Guardian IV Income Fund, L.L.C. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1633 Broadway, 48th Floor
New York, NY 10019
| Item 2(a). | Name of Person Filing: |
Caisse de retraite d’Hydro-Québec
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
75 Rene-Levesque Blvd West, 5th Floor, Montreal (Quebec) H2Z 1A4 Canada
Canada
| Item 2(d). | Title of Class of Securities: |
Units of Limited Liability Company Interests (the "Units").
N/A
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| | (a)
| ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | (b)
| ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | (c)
| ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | (d)
| ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| | (e)
| ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| | (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| | (g)
| ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | (h)
| ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i)
| ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | (j)
| ☒ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| | (k)
| ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: An employee benefit plan.
| | (a) | Amount beneficially owned: |
6,000,000
20.4%. Calculations of the percentage of Units beneficially owned are based on 29,430,300 Units outstanding as of the date hereof based on information provided by the Issuer.
| | (c) | Number of Shares as to which the Reporting Person has: |
| | (i) | Sole power to vote or to direct the vote: |
6,000,000
| | (ii) | Shared power to vote or to direct the vote: |
0
| | (iii) | Sole power to dispose or to direct the disposition of: |
6,000,000
| | (iv) | Shared power to dispose or to direct the disposition of: |
0
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| Dated: October 1, 2024 | |
| | |
| | CAISSE DE RETRAITE D’HYDRO-QUÉBEC |
| | |
| | | |
| | By: | /s/ Patrick Raynauld |
| | Name: | Patrick Raynauld |
| | Title: | General Manager and Chief Investment Officer |
