New Mountain Guardian III BDC, L.L.C. Form 4 New Mountain Guardian III BDC, L.L.C. / John Fredriksen ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GHL Investments Ltd

(Last) (First) (Middle)

(SEE REMARKS)

(Street)

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
New Mountain Guardian III BDC, L.L.C. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnotes

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Units of LLC Interest	05/05/2020		P		1,400,000	A	$10	4,200,000	D
Units of LLC Interest								4,200,000	I	See footnotes(1)(2)

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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

GHL Investments Ltd

(Last) (First) (Middle)

(SEE REMARKS)

(Street)

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREENWICH HOLDINGS LTD.

(Last) (First) (Middle)

(SEE REMARKS)

(Street)

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

C.K. Ltd

(Last) (First) (Middle)

(SEE REMARKS)

(Street)

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fredriksen John

(Last) (First) (Middle)

(SEE REMARKS)

(Street)

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by GHL Investments Limited, a Cyprus company ("GHL Investments"), a wholly-owned subsidiary of Greenwich Holdings Limited, a Cyprus company ("Greenwich Holdings"). C.K Limited, a Jersey Company, is the trustee of trusts (the "Trusts") established by John Fredriksen ("Mr. Fredriksen") for the benefit of his immediate family members, which Trusts indirectly hold all of the shares of GHL Investments and Greenwich Holdings. Greenwich Holdings, C.K. Limited and John Fredriksen may be deemed to beneficially own the Units of LLC Interest that are held by GHL Investments.

2. Mr. Fredriksen disclaims beneficial ownership of any Units of LLC Interest beneficially owned by GHL Investments and Greenwich Holdings, 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 and this report shall not be deemed an admission of beneficial ownership of the reported Units of LLC Interest by Mr. Fredriksen for purposes of Section 16 or for any other purpose.

Remarks:

The address for GHL Investments and Greenwich Holdings is P.O. Box 53562, CY3399, Limassol, Cyprus. The address for C.K. Limited is IFC 5, St. Helier, Jersey JE1 1SR. The address for John Fredriksen is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom.

	/s/ Spyros Episkopou, Director for GHL Investments Limited	05/19/2020
	/s/ Spyros Episkopou, Director for Greenwich Holdings Limited	05/19/2020
	/s/ Spyros Episkopou, Director for C.K. Limited	05/19/2020
	/s/ John Fredriksen	05/19/2020
	** Signature of Reporting Person	Date
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