| Item 1. | |
| (a) | Name of issuer:
Stone Point Credit Corp |
| (b) | Address of issuer's principal executive offices:
20 Horseneck Lane Greenwich, CT, 06830 |
| 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 (the "Fund");
(ii) Cliffwater LLC, a Delaware limited liability company (the "Adviser"); and
(iii) Stephen Nesbitt ("Mr. 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:
Common Stock, par value $0.01 per share |
| (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:
The information in Rows 5-11 on the respective cover pages are incorporated by reference. The percent of class is based on 66,064,391.0 shares of common stock outstanding as of September 30. The Fund has waived voting rights in excess of 4.99%. |
| (b) | Percent of class:
See Item 4(a) |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 4(a)
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| | (ii) Shared power to vote or to direct the vote:
See Item 4(a)
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 4(a)
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a)
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| Item 5. | 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. |
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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 |
| 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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