New Mountain Private Credit Fund Form 4 / STEVEN B KLINSKY ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KLINSKY STEVEN B

(Last)

(First)

(Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
New Mountain Private Credit Fund [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares of ben. interest, par value $0.001 per share	12/17/2024		J⁽¹⁾		2,362,205.328⁽¹⁾	A	⁽¹⁾	2,362,205.328	D
Common shares of ben. interest, par value $0.001 per share	12/17/2024		J⁽¹⁾		3,791,183.256⁽¹⁾	A	⁽¹⁾	3,791,183.256	I	See Footnote⁽²⁾
Common shares of ben. interest, par value $0.001 per share	12/17/2024		P		12,600⁽³⁾	A	⁽³⁾	12,600	I	By Trust⁽⁴⁾
Common shares of ben. interest, par value $0.001 per share	12/17/2024		P		12,600⁽³⁾	A	⁽³⁾	12,600	I	By Trust⁽⁴⁾
Common shares of ben. interest, par value $0.001 per share	12/17/2024		P		12,600⁽³⁾	A	⁽³⁾	12,600	I	By Trust⁽⁴⁾
Common shares of ben. interest, par value $0.001 per share	12/17/2024		P		12,600⁽³⁾	A	⁽³⁾	12,600	I	By Trust⁽⁴⁾
Common shares of ben. interest, par value $0.001 per share								40	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects common shares of beneficial interest, par value $0.001 per share (the "Shares") that were issued to New Mountain Guardian Investments III, L.L.C. to be held on behalf of its members in connection with the merger agreement between Issuer and New Mountain Guardian III BDC, L.L.C. ("NMG") and related transactions thereto and distributed pro rata to Reporting Person as a member of NMG effective as of the closing of such transactions. Shares received is an estimate based on calculations available as of the date of filing. The Reporting Person undertakes to amend this Form 4, if necessary, following the final calculation.

2. Represents securities held directly by New Mountain GP Holdings, L.P. NM Holdings GP, L.L.C. is the general partner of New Mountain GP Holdings, L.P. Steven B. Klinsky is the sole member and managing member of NM Holdings GP, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their/its pecuniary interest therein.

3. Includes 600 Shares that were received by the Reporting Person for no consideration in connection with such trust's purchase from the Issuer of 12,000 Shares at $25.00 per Share.

4. Shares held by a trust established for the benefit of an immediate family member. Mr. Klinsky serves as trustee of the trust and, in such capacity, has investment and voting discretion over shares held by the trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. Represents securities held directly by New Mountain Finance Advisers, L.L.C. New Mountain Capital Group L.P. is the managing member of New Mountain Finance Advisers, L.L.C. NM Holdings GP, L.L.C. is the general partner of New Mountain Capital Group L.P. Steven B. Klinsky is the managing member of NM Holdings GP, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their/its pecuniary interest therein.

Remarks:

Exhibit List Exhibit 24. Power of Attorney

	/s/ Joseph Hartswell as Attorney-in-Fact for Steven B. Klinsky	12/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

New Mountain Private Credit Fund Form 4New Mountain Private Credit Fund / STEVEN B KLINSKY ownership change