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

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1. Name and Address of Reporting Person* New Mountain Investments II, LLC (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/13/2015	3. Issuer Name and Ticker or Trading Symbol Bellerophon Therapeutics, Inc. [ BLPH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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	3,789,719	D(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* New Mountain Investments II, LLC (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Affiliated Investors II LP (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Capital, L.L.C. (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Allegheny New Mountain Partners L P (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Partners II (AIV-A) L.P. (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Partners II (AIV-B) L.P. (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Partners II Special (AIV-A) LP (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* KLINSKY STEVEN B (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. 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. Adam Weinstein is a 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.

2. 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, Mr. Holt, Mr. Weinstein, 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.

	/s/ Steven Klinsky, Managing Member of New Mountain Investments II, L.L.C. as GP of Allegheny New Mountain Partners, L.P.	02/13/2015
	/s/ Steven Klinsky, Managing Member of New Mountain Investments II, L.L.C. as GP of New Mountain Affiliated Investors II, L.P.	02/13/2015
	/s/ Steven Klinsky, CEO, New Mountain Capital, L.L.C.	02/13/2015
	/s/ Steven Klinsky, Managing Member of New Mountain Investments II, L.L.C.	02/13/2015
	/s/ Steven Klinsky, Managing Member of New Mountain Investments II, L.L.C. as GP of New Mountain Partners II (AIV-A) L.P.	02/13/2015
	/s/ Steven Klinsky, Managing Member of New Mountain Investments II, L.L.C. as GP of New Mountain Partners II (AIV-B) L.P.	02/13/2015
	/s/ Steven Klinsky, Managing Member of New Mountain Investments II, L.L.C. as GP of New Mountain Partners II Special (AIV-A) L.P.	02/13/2015
	/s/ Steven Klinsky	02/13/2015
	** Signature of Reporting Person	Date
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