Form D Rmhv Charter Capital Lp

Notice of Exempt Offering of Securities, items 06b, 3C, and 3C.7

Published: 2019-10-09 14:07:31
Submitted: 2019-10-09
Period Ending In: 2019-10-09
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SEC FORM D

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001790586
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
RMHV Charter Capital LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2019
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
RMHV Charter Capital LP
Street Address 1 Street Address 2
810 SEVENTH AVENUE, 27TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10019 212-286-9474

3. Related Persons

Last Name First Name Middle Name
Shlionsky Gregory
Street Address 1 Street Address 2
810 Seventh Avenue, 27th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10019
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Shlionsky is the Manager of RM Charter Associates LLC, the General Partner of the Issuer, and Rosemawr Management LLC, the Management Company of the Issuer.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Banking & Financial Services
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Banking & Financial Services
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
Retailing
Restaurants
Banking & Financial Services
   Computers
   Telecommunications
   Other Technology
Banking & Financial Services
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale X First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $3,000,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Old City Securities LLC 171910
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
445 Central Avenue, Suite 328
City State/Province/Country ZIP/Postal Code
Cedarhurst NEW YORK 11516
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
J.H. Darbie & Co., Inc. 43520
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
40 Wall Street, 30th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10005
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $0 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

The firms listed in Item 12 receive a percentage of the management fees and/or incentive allocations paid to the General Partner and/or the Management Company of the Issuer.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

The Management Company is entitled to receive a quarterly management fee equal to a percentage of the total gross purchase price of the assets held by an affiliate of the Issuer, as adjusted for realization of such assets.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
RMHV Charter Capital LP /s/ Gregory Shlionsky Gregory Shlionsky Manager of the General Partner of the Issuer 2019-10-09

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


primary_doc.xml
Schema Version:
X0708
Submission Type:
D
Test Or Live:
LIVE

Primary Issuer

Cik
0001790586
Entity Name
RMHV Charter Capital LP

Issuer Address

Street1
810 SEVENTH AVENUE, 27TH FLOOR
City
NEW YORK
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
10019
Issuer Phone Number
212-286-9474
Jurisdiction Of Inc
DELAWARE
Issuer Previous Name List
None
Edgar Previous Name List
None
Entity Type
Limited Partnership

Year Of Inc

Within Five Years
true
Value
2019

Related Person Info

Related Person Name

First Name
Gregory
Last Name
Shlionsky

Related Person Address

Street1
810 Seventh Avenue, 27th Floor
City
New York
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
10019

Relationship

0
Executive Officer
1
Promoter
Relationship Clarification
Mr. Shlionsky is the Manager of RM Charter Associates LLC, the General Partner of the Issuer, and Rosemawr Management LLC, the Management Company of the Issuer.

Offering Data

Industry Group

Industry Group Type
Pooled Investment Fund

Investment Fund Info

Investment Fund Type
Private Equity Fund
Is40 Act
false
Issuer Size Revenue Range
Decline to Disclose

Item

0
06b
1
3C
2
3C.7

Type Of Filing

New Or Amendment Is Amendment
false
Date Of First Sale Yet To Occur
true
Duration Of Offering More Than One Year
false

Types Of Securities Offered

Is Equity Type
true
Is Pooled Investment Fund Type
true

Business Combination Transaction

Is Business Combination Transaction
false
Minimum Investment Accepted
3000000

Recipient

Recipient Name
Old City Securities LLC
Recipient C R D Number
171910
Associated B D Name
None
Associated B D C R D Number
None

Recipient Address

Street1
445 Central Avenue, Suite 328
City
Cedarhurst
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
11516
States Of Solicitation List
All States
Foreign Solicitation
false
Recipient Name
J.H. Darbie & Co., Inc.
Recipient C R D Number
43520
Associated B D Name
None
Associated B D C R D Number
None

Recipient Address

Street1
40 Wall Street, 30th Floor
City
New York
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
10005
States Of Solicitation List
All States
Foreign Solicitation
false

Offering Sales Amounts

Total Offering Amount
Indefinite
Total Amount Sold
0
Total Remaining
Indefinite

Investors

Has Non Accredited Investors
false
Total Number Already Invested
0

Sales Commissions Finders Fees

Sales Commissions

Dollar Amount
0
Is Estimate
true
Finders Fees Dollar Amount
0
Clarification Of Response
The firms listed in Item 12 receive a percentage of the management fees and/or incentive allocations paid to the General Partner and/or the Management Company of the Issuer.

Use Of Proceeds

Gross Proceeds Used

Dollar Amount
0
Is Estimate
true
Clarification Of Response
The Management Company is entitled to receive a quarterly management fee equal to a percentage of the total gross purchase price of the assets held by an affiliate of the Issuer, as adjusted for realization of such assets.

Signature Block

Authorized Representative
false

Signature

Issuer Name
RMHV Charter Capital LP
Signature Name
/s/ Gregory Shlionsky
Name Of Signer
Gregory Shlionsky
Signature Title
Manager of the General Partner of the Issuer
Signature Date
2019-10-09
Additional Files
FileSequenceDescriptionTypeSize
0001013594-19-000571.txt   Complete submission text file   8647

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SEC CFR Title 17 of the Code of Federal Regulations.