SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on February 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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New Mountain Private Credit Fund
(Name of Issuer) |
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Common shares of beneficial interest, par value $0.001 per share
(Title of Class of Securities) |
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000000000
(CUSIP Number) |
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12/17/2024
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Cliffwater Corporate Lending Fund
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,760.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.14 %
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| 12 | Type of Reporting Person (See Instructions)
IV
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Comment for Type of Reporting Person: 1 The Reporting Person has waived voting rights above 4.99%.
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SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Cliffwater LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,760.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.14 %
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| 12 | Type of Reporting Person (See Instructions)
IA
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SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Stephen Nesbitt
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,760.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.14 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
New Mountain Private Credit Fund
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| (b) | Address of issuer's principal executive offices:
1633 Broadway 48th Floor New York, NY, 10019
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| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of the following:
(i) Cliffwater Corporate Lending Fund, a Delaware statutory trust;
(ii) Cliffwater LLC, a Delaware limited liability company and
(iii) Stephen Nesbitt, a U.S. citizen.
The Fund, the Adviser and Mr. Nesbitt are collectively referred to as the "Reporting Persons." The Fund is the direct holder of the securities of the Issuer. The Adviser is the investment adviser of the Fund. Mr. Nesbitt is the Chief Executive Officer of the Adviser.
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| (b) | Address or principal business office or, if none, residence:
c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212
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| (c) | Citizenship:
See Item 2(a)
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| (d) | Title of class of securities:
Common shares of beneficial interest, par value $0.001 per share
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| (e) | CUSIP No.:
000000000
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| 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);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,000,760 shares
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| (b) | Percent of class:
5.14% (Based on 38,919,693 shares outstanding as of December 17, 2024 based on information provided by the Issuer.) %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
N/A
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| (ii) Shared power to vote or to direct the vote:
1,945,984.7 (The Reporting Person has waived voting rights above 4.99%.)
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| (iii) Sole power to dispose or to direct the disposition of:
N/A
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| (iv) Shared power to dispose or to direct the disposition of:
2,000,760 shares
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Cliffwater LLC, a registered investment adviser
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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