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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KLINSKY STEVEN B (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 7TH AVENUE, 49TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol New Mountain Finance Holdings, L.L.C. [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/18/2011
	4. 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 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
Common Membership Units	08/18/2011		P		4,600	A	$11.94(1)	1,807,412	I	See Note(2)
Common Membership Units								68,965	I	See Note(3)
Common Membership Units								65,792	I	See Note(4)
Common Membership Units								20,221,938	I	See Note(5)

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

Explanation of Responses:

1. The price reported is the weighted average price. New Mountain Finance Corporation directly owns Common Membership Units of New Mountain Finance Holdings, L.L.C. (the "Units"). Shares of New Mountain Finance Corporation were purchased in multiple transactions at prices ranging from $11.60 to $12.05, inclusive. The reporting person undertakes to provide to the SEC, the issuer and any security holder, upon request, full information regarding the number of shares and the prices at which the shares were purchased.

2. The reporting person directly owns 1,807,412 shares of common stock of New Mountain Finance Corporation. The reporting person may be deemed to beneficially own 1,807,412 of the Units owned by New Mountain Finance Corporation. The reporting person disclaims beneficial ownership of these Units, except to the extent of his pecuniary interest therein.

3. The Steven B. Klinsky Trust directly owns 68,965 shares of common stock of New Mountain Finance Corporation. The reporting person may be deemed to beneficially own 68,965 of the Units owned by New Mountain Finance Corporation. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. New Mountain Guardian GP, L.L.C. directly owns 65,792 shares of common stock of New Mountain Finance Corporation. The reporting person is the sole owner of New Mountain Guardian GP, L.L.C. and, as a result, may be deemed to beneficially own 65,792 Units owned by New Mountain Finance Corporation. The reporting person disclaims beneficial ownership of these Units except to the extent of his pecuniary interest therein.

5. 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 Units. New Mountain Investments III, L.L.C. is the general partner of Guardian AIV. The reporting person is the managing member of New Mountain Investments III, L.L.C. and may be deemed to beneficially own these Units. The reporting person disclaims beneficial ownership of these Units except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Steven B. Klinsky	08/22/2011
	** 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 4 (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).
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