KLINSKY STEVEN B Form 4/A Filed 2025-02-14

FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

KLINSKY STEVEN B

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)

(Last)

(First)

(Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C., 1633 BROADWAY, 48TH FLOOR

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

(Street)

NEW YORK, NY 10019

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
12/19/2024

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⁽³⁾		2,290,651.44⁽¹⁾⁽³⁾	A	⁽³⁾	2,290,651.44⁽¹⁾⁽³⁾	D
Common shares of ben. interest, par value $0.001 per share	12/17/2024		J⁽³⁾		3,676,696.506⁽²⁾⁽³⁾	A	⁽³⁾	3,676,696.506⁽²⁾⁽³⁾	I	See Footnote⁽⁴⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	The original Form 4 filed on December 19, 2024 disclosed an estimated number of common shares of beneficial interest, par value $0.001 per share (the "Shares") received based on calculations available as of the date of the filing, and, as a result of such estimation, overstated the number of Shares received by Mr. Klinsky 71,553.888 Shares. This amendment is being filed to correct the number of Shares received by Mr. Klinsky and the amount of securities beneficially owned following the reported transaction based on the final calculation.
2.	The original Form 4 filed on December 19, 2024 disclosed an estimated number of Shares received based on calculations available as of the date of the filing and, as a result of such estimation, overstated the number of Shares received by New Mountain GP Holdings, L.P. by 114,486.750 Shares. This amendment is being filed to correct the number of Shares received by New Mountain GP Holdings, L.P. and the amount of securities beneficially owned following the reported transaction based on the final calculation.
3.	Reflects 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.
4.	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.

	Signatures
	/s/ Joseph Hartswell as Attorney-in-Fact for Steven B. Klinsky	02/14/2025
	** Signature of Reporting Person	Date
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