| Item 1. | |
| (a) | Name of issuer:
New Mountain Guardian III BDC, L.L.C. |
| (b) | Address of issuer's principal executive offices:
1633 Broadway 48th Floor New York, NY, 10019 |
| 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. |
| (b) | Address or principal business office or, if none, residence:
c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212 |
| (c) | Citizenship:
See Item 2(a) |
| (d) | Title of class of securities:
Units of Limited Liability Company Interests |
| (e) | CUSIP No.:
000000000 |
| 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:
0 |
| (b) | Percent of class:
0% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class
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| 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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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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