Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 2)*
THE SECURITIES EXCHANGE ACT OF 1934
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New Mountain Guardian III BDC, L.L.C.
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(Name of Issuer)
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Units of LLC Interest
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(Title of Class of Securities)
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N/A
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(CUSIP Number)
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GHL Investments Limited
c/o Seatankers Management Co. Ltd
P.O. Box 53562
CY-3399 Limassol
Cyprus
Attn: Spyros Episkopou
+1 (357) 25-858-300
with a copy to:
Keith J. Billotti, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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December 18, 2020
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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N/A
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1.
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NAME OF REPORTING PERSONS
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GHL Investments Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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4,200,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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4,200,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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4,200,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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N/A
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1.
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NAME OF REPORTING PERSONS
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Greenwich Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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4,200,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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4,200,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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4,200,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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N/A
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1.
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NAME OF REPORTING PERSONS
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C.K. Limited*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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4,200,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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4,200,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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4,200,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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*C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the
“Trusts”). The Trusts indirectly hold all of the shares of Greenwich Holdings Limited and GHL Investments Limited. As such, C.K. Limited may be deemed to beneficially own the Units of LLC Interest that are beneficially owned by Greenwich
Holdings Limited and GHL Investments Limited.
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CUSIP No.
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N/A
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1.
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NAME OF REPORTING PERSONS
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John Fredriksen*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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4,200,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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4,200,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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4,200,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.5%
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14.
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TYPE OF REPORTING PERSON
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IN
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*Mr. Fredriksen may be deemed to beneficially own 4,200,000 Units of LLC Interest through his indirect influence over GHL Investments
Limited and Greenwich Holdings Limited, the shares of which are indirectly held in the Trusts. The Trusts indirectly hold all of the shares of Greenwich Holdings Limited and GHL Investments Limited. The beneficiaries of the Trusts are certain
members of Mr. Fredriksen’s family. Mr. Fredriksen disclaims beneficial ownership of any Units of LLC Interest beneficially owned by GHL Investments Limited and Greenwich Holdings Limited, except to the extent of his voting and dispositive
interests in such Units of LLC Interest. Mr. Fredriksen has no pecuniary interest in the Units of LLC Interest beneficially owned by GHL Investments Limited and Greenwich Holdings Limited.
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CUSIP No.
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N/A
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Explanatory Note:
This Amendment No. 2 to the Schedule 13D originally filed with the Securities and Exchange C
ommission on September 16, 2019 (and as
thereafter amended on May 22, 2020, the “Schedule 13D”) relates to the Units of LLC Interest of New Mountain Guardian III BDC, L.L.C. (the “Issuer”). This Amendment No. 2 to the Schedule 13D is being filed to reflect a change in the
beneficial ownership percentages of the Reporting Persons due to an increase in the number of the Issuer’s Units of LLC Interests outstanding. Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in
the Schedule 13D.
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Item 1.
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Security and Issuer.
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There are no material changes to the Schedule 13D.
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Item 2.
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Identity and Background.
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There are no material changes to the Schedule 13D.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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There are no material changes to the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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There are no material changes to the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: |
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(a, b)
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As of December 18, 2020, the Issuer reported 25,379,458 Units of LLC Interest outstanding. Based on the foregoing, as of the date of this
filing:
GHL Investments may be deemed to be the beneficial owner of 4,200,000 Units of LLC Interest, constituting 16.5% of the Units of LLC
Interest outstanding. GHL Investments has the sole power to vote or direct the vote of 0 Units of LLC Interest and the shared power to vote or to direct the vote of 4,200,000 Units of LLC Interest. GHL Investments has the sole power to
dispose or direct the disposition of 0 Units of LLC Interest and the shared power to dispose or to direct the disposition of 4,200,000 Units of LLC Interest.
Greenwich Holdings, through GHL Investments, may be deemed to be the beneficial owner of 4,200,000 Units of LLC Interest, constituting
16.5% of the Units of LLC Interest outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Units of LLC Interest and the shared power to vote or to direct the vote of 4,200,000 Units of LLC Interest. Greenwich
Holdings has the sole power to dispose or direct the disposition of 0 Units of LLC Interest and the shared power to dispose or to direct the disposition of 4,200,000 Units of LLC Interest.
C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 4,200,000 Units of LLC Interest, constituting 16.5%
of the Units of LLC Interest outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Units of LLC Interest and the shared power to vote or to direct the vote of 4,200,000 Units of LLC Interest. C.K. Limited has the sole
power to dispose or direct the disposition of 0 Units of LLC Interest and the shared power to dispose or to direct the disposition of 4,200,000 Units of LLC Interest.
As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 4,200,000 Units of LLC Interest through his indirect influence
over GHL Investments and Greenwich Holdings, the shares of which are indirectly held in the Trusts, constituting in the aggregate 16.5% of the outstanding Units of LLC Interest based upon 4,200,000 Units of LLC Interest outstanding. The
beneficiaries of the Trusts are certain members of Mr. Fredriksen’s family. Mr. Fredriksen disclaims beneficial ownership of the 4,200,000 Units of LLC Interest beneficially owned by GHL Investments and Greenwich, except to the extent of his
voting and dispositive interests in such Units of LLC Interest. Mr. Fredriksen has no pecuniary interest in the 4,200,000 Units of LLC Interest beneficially owned by GHL Investments and Greenwich.
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(c)
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The Reporting Persons have not effected any transaction in the Units of LLC Interest of the Issuer during the past 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, any of the Units of LLC Interest beneficially owned by the Reporting Persons.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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There are no material changes to the Schedule 13D.
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Item 7.
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Material to be Filed as Exhibits.
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There are no material changes to the Schedule 13D.
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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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Date: February 12, 2021
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GHL INVESTMENTS LIMITED
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By:
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/s/ Spyros Episkopou |
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Name:
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Spyros Episkopou
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Title:
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Director
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GREENWICH HOLDINGS LIMITED
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By:
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/s/ Spyros Episkopou |
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Name:
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Spyros Episkopou
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Title:
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Director
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C.K. LIMITED
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By:
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/s/ Spyros Episkopou |
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Name:
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Spyros Episkopou
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Title:
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Director
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JOHN FREDRIKSEN*
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/s/ John Fredriksen |
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John Fredriksen*
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* The Reporting Persons specifically disclaim beneficial ownership of the securities reported herein except to
the extent of their pecuniary interest therein.