SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KLINSKY STEVEN B

(Last)

(First)

(Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

787 7TH AVENUE, 48TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2011

3. Issuer Name and Ticker or Trading Symbol
New Mountain Finance Corp [ NMFC ]

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,252,964	I	See Note⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Membership Units	⁽²⁾	⁽²⁾	Common Stock	20,221,938	0⁽²⁾	I	See Note⁽²⁾

Explanation of Responses:

1. New Mountain Guardian Partners, L.P. ("Guardian Partners") directly owns 1,252,964 shares of common stock of New Mountain Finance Corporation. New Mountain Guardian GP, L.L.C. is the general partner of Guardian Partners and New Mountain Guardian Advisers, L.L.C. is the investment adviser to Guardian Partners. The reporting person is the sole owner of New Mountain Guardian GP, L.L.C. and the managing member of New Mountain Guardian Advisers, L.L.C.'s managing member, and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. New Mountain Finance AIV Holdings Corporation ("AIV Holdings") and New Mountain Guardian AIV, L.P. ("Guardian AIV") (indirectly through its wholly-owned subsidiary, AIV Holdings) own 20,221,938 Common Membership Units of New Mountain Finance Holdings, L.L.C. (the "Units"). AIV Holdings is entitled to exchange, at any time, the Units for shares of New Mountain Finance Corporation's common stock on a one-for-one basis. The Units have no expiration date. New Mountain Investments III, L.L.C. is the general partner of Guardian AIV. New Mountain Capital, L.L.C. is the investment adviser to Guardian AIV. The reporting person is the managing member of New Mountain Investments III, L.L.C. and the managing member of New Mountain Capital, L.L.C.'s managing member, and may be deemed to beneficially own the shares for which the Units may be exchanged. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Steven B. Klinsky	05/19/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.