New Mountain Finance Corp — Director's Dealing 2011

May 19, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: New Mountain Finance Corp (NMFC)
CIK: 0001496099
Period of Report: 2011-05-19

Reporting Person: KLINSKY STEVEN B (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1252964	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Membership Units	$0		Common Stock (20221938)		Indirect

Footnotes

F1: 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.

F2: 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.