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Filing Details

Accession Number:: 0001104659-15-013148
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-02-23 21:46:44
Reporting Period:: 2015-02-12

Filing Date:: 2015-02-23
Accepted Time:: 2015-02-23 21:46:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1600132	Bellerophon Therapeutics Inc.	BLPH	Pharmaceutical Preparations (2834)	473116175

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1631836	S. Matthew Holt	C/O New Mountain Capital, L.l.c. 787 Seventh Avenue, 49Th Floor New York NY 10019		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-02-12	460,144	$0.00	3,329,575	No	4	D	Indirect	See footnotes
Common Stock	Acquisiton	2015-02-12	460,144	$0.00	3,789,719	No	4	A	Indirect	See footnotes
Common Stock	Acquisiton	2015-02-19	1,070,166	$12.00	4,859,885	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	See footnotes
No	4	A	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Footnotes

In connection with the Issuer's conversion from a limited liability company to a corporation, on February 12, 2015, pursuant to an Agreement and Plan of Merger among the Issuer, New Mountain Partners II (AIV-B), L.P., New Mountain Partners II Special (AIV-A), L.P. and certain other entities affiliated with certain other of the Issuer's principal stockholders, New Mountain Partners II Special (AIV-A), L.P. merged with and into the Issuer and the shares of Common Stock held by New Mountain Partners II Special (AIV-A), L.P. immediately prior to the merger were cancelled. In exchange therefor, New Mountain Partners II (AIV-B), L.P. received, for no additional consideration, a number of shares of Common Stock equal to the number of shares of Common Stock held by New Mountain Partners II Special (AIV-A), L.P. immediately prior to the merger.
Consists of 270,569 shares held by Allegheny New Mountain Partners, L.P., 62,512 shares held by New Mountain Affiliated Investors II, L.P., and 2,996,494 shares held by New Mountain Partners II (AIV-A), L.P. (such holders collectively, the "NMP Entities"). The general partner of each of the NMP Entities is New Mountain Investments II, L.L.C. and the manager of each of the NMP Entities is New Mountain Capital L.L.C. Steven Klinsky is the managing member of New Mountain Investments II, L.L.C. Matthew Holt is a member of New Mountain Investments II, L.L.C. New Mountain Investments II, L.L.C. has decision-making power over the disposition and voting of shares of portfolio investments of each of the NMP Entities. New Mountain Capital, L.L.C. also has voting power over the shares of portfolio investments of the NMP Entities in its role as the investment advisor.
New Mountain Capital, L.L.C. is a wholly-owned subsidiary of New Mountain Capital Group, L.L.C. New Mountain Capital Group, L.L.C. is 100% owned by Steven Klinsky. Since New Mountain Investments II, L.L.C. has decision-making power over the NMP Entities, Mr. Klinsky may be deemed to beneficially own the shares that the NMP Entities hold of record or may be deemed to beneficially own. Mr. Klinsky, Adam Weinstein, a director of the Issuer and a member of New Mountain Investments II, L.L.C., Mr. Holt, New Mountain Investments II, L.L.C. and New Mountain Capital, L.L.C. disclaim beneficial ownership over the shares held by the NMP Entities, except to the extent of their pecuniary interest therein.
Consists of 270,569 shares held by Allegheny New Mountain Partners, L.P., 62,512 shares held by New Mountain Affiliated Investors II, L.P., 2,996,494 shares held by New Mountain Partners II (AIV-A), L.P. and 460,144 shares held by New Mountain Partners II (AIV-B), L.P. (such holders collectively, the "New Mountain Entities"). The general partner of each of the New Mountain Entities is New Mountain Investments II, L.L.C. and the manager of each of the New Mountain Entities is New Mountain Capital L.L.C. Steven Klinsky is the managing member of New Mountain Investments II, L.L.C. Matthew Holt is a member of New Mountain Investments II, L.L.C. New Mountain Investments II, L.L.C. has decision-making power over the disposition and voting of shares of portfolio investments of each of the New Mountain Entities. New Mountain Capital, L.L.C. also has voting power over the shares of portfolio investments of the New Mountain Entities in its role as the investment advisor.
New Mountain Capital, L.L.C. is a wholly-owned subsidiary of New Mountain Capital Group, L.L.C. New Mountain Capital Group, L.L.C. is 100% owned by Steven Klinsky. Since New Mountain Investments II, L.L.C. has decision-making power over the New Mountain Entities, Mr. Klinsky may be deemed to beneficially own the shares that the New Mountain Entities hold of record or may be deemed to beneficially own. Mr. Klinsky, Adam Weinstein, a director of the Issuer and a member of New Mountain Investments II, L.L.C., Mr. Holt, New Mountain Investments II, L.L.C. and New Mountain Capital, L.L.C. disclaim beneficial ownership over the shares held by the New Mountain Entities, except to the extent of their pecuniary interest therein.
Consists of 346,974 shares held by Allegheny New Mountain Partners, L.P., 80,165 shares held by New Mountain Affiliated Investors II, L.P., 3,842,663 shares held by New Mountain Partners II (AIV-A), L.P. and 590,083 shares held by New Mountain Partners II (AIV-B), L.P. The general partner of each of the New Mountain Entities is New Mountain Investments II, L.L.C. and the manager of each of the New Mountain Entities is New Mountain Capital L.L.C. Steven Klinsky is the managing member of New Mountain Investments II, L.L.C. Matthew Holt is a member of New Mountain Investments II, L.L.C. New Mountain Investments II, L.L.C. has decision-making power over the disposition and voting of shares of portfolio investments of each of the New Mountain Entities.
New Mountain Capital, L.L.C. also has voting power over the shares of portfolio investments of the New Mountain Entities in its role as the investment advisor. New Mountain Capital, L.L.C. is a wholly-owned subsidiary of New Mountain Capital Group, L.L.C. New Mountain Capital Group, L.L.C. is 100% owned by Steven Klinsky. Since New Mountain Investments II, L.L.C. has decision-making power over the New Mountain Entities, Mr. Klinsky may be deemed to beneficially own the shares that the New Mountain Entities hold of record or may be deemed to beneficially own. Mr. Klinsky, Adam Weinstein, a director of the Issuer and a member of New Mountain Investments II, L.L.C., Mr. Holt, New Mountain Investments II, L.L.C. and New Mountain Capital, L.L.C. disclaim beneficial ownership over the shares held by the New Mountain Entities, except to the extent of their pecuniary interest therein.