Form D/A Partners Capital Osprey Fund, L.p. - Halcyon Energy Loan Series

D/A [Amend] - Notice of Exempt Offering of Securities

Published: 2018-04-18 12:01:39
Submitted: 2018-04-18
Period Ending In: 2018-04-18
primary_doc.html


SEC FORM D/A

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
0001644878
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Partners Capital Osprey Fund, L.P. - Halcyon Energy Loan Series
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2015
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Partners Capital Osprey Fund, L.P. - Halcyon Energy Loan Series
Street Address 1 Street Address 2
C/O PARTNERS CAPITAL INVESTMENT GROUP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BOSTON MASSACHUSETTS 02210 617-292-2570

3. Related Persons

Last Name First Name Middle Name
Partners Capital Osprey Fund - Halcyon Energy Loan Series GP, LLC N/A
Street Address 1 Street Address 2
600 Atlantic Avenue 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

General Partner of the Issuer.
Last Name First Name Middle Name
Miranda Stan B.
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Dimitruk Paul A.
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Fox William W.
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Collis John
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Raghavan Arjun
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Seth Toby
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Liebenberg Clint
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Pan Colin
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Corcoran Brendan
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Finlay Euan
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Joll Toby
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.
Last Name First Name Middle Name
Shushan David
Street Address 1 Street Address 2
Partners Capital Investment Group, LLP 600 Atlantic Avenue, 30th Floor
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02210
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
X Hedge Fund
   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
   Decline to Disclose X 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

   New Notice Date of First Sale 2015-05-18    First Sale Yet to Occur
X Amendment

8. Duration of Offering

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

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

   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 $500,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $55,750,000 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:
14

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
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

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
   Estimate

Clarification of Response (if Necessary):

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
Partners Capital Osprey Fund, L.P. - Halcyon Energy Loan Series /s/ Paul Dimitruk Paul A. Dimitruk Partner of the General Partner 2018-04-17

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/A
Test Or Live:
LIVE

Primary Issuer

Cik
0001644878
Entity Name
Partners Capital Osprey Fund, L.P. - Halcyon Energy Loan Series

Issuer Address

Street1
C/O PARTNERS CAPITAL INVESTMENT GROUP
Street2
600 Atlantic Avenue, 30th Floor
City
BOSTON
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Issuer Phone Number
617-292-2570
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
2015

Related Person Info

Related Person Name

First Name
N/A
Last Name
Partners Capital Osprey Fund - Halcyon Energy Loan Series GP, LLC

Related Person Address

Street1
600 Atlantic Avenue
Street2
30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
General Partner of the Issuer.

Related Person Name

First Name
Stan
Middle Name
B.
Last Name
Miranda

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Paul
Middle Name
A.
Last Name
Dimitruk

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
William
Middle Name
W.
Last Name
Fox

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
John
Last Name
Collis

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Arjun
Last Name
Raghavan

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Toby
Last Name
Seth

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Clint
Last Name
Liebenberg

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Colin
Last Name
Pan

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Brendan
Last Name
Corcoran

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Euan
Last Name
Finlay

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
Toby
Last Name
Joll

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Related Person Name

First Name
David
Last Name
Shushan

Related Person Address

Street1
Partners Capital Investment Group, LLP
Street2
600 Atlantic Avenue, 30th Floor
City
Boston
State Or Country
MA
State Or Country Description
MASSACHUSETTS
Zip Code
02210
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Partner of Partners Capital Investment Group LLP, sole member of General Partner of the Issuer.

Offering Data

Industry Group

Industry Group Type
Pooled Investment Fund

Investment Fund Info

Investment Fund Type
Hedge Fund
Is40 Act
false
Issuer Size Aggregate Net Asset Value Range
Decline to Disclose

Item

0
06b
1
3C
2
3C.7

Type Of Filing

New Or Amendment

Is Amendment
true
Previous Accession Number
0001644878-17-000001
Date Of First Sale
2015-05-18
Duration Of Offering More Than One Year
true
Types Of Securities Offered Is Pooled Investment Fund Type
true

Business Combination Transaction

Is Business Combination Transaction
false
Minimum Investment Accepted
500000

Offering Sales Amounts

Total Offering Amount
Indefinite
Total Amount Sold
55750000
Total Remaining
Indefinite

Investors

Has Non Accredited Investors
false
Total Number Already Invested
14

Sales Commissions Finders Fees

Sales Commissions Dollar Amount
0
Finders Fees Dollar Amount
0

Use Of Proceeds

Gross Proceeds Used Dollar Amount
0

Signature Block

Authorized Representative
false

Signature

Issuer Name
Partners Capital Osprey Fund, L.P. - Halcyon Energy Loan Series
Signature Name
/s/ Paul Dimitruk
Name Of Signer
Paul A. Dimitruk
Signature Title
Partner of the General Partner
Signature Date
2018-04-17
Additional Files
FileSequenceDescriptionTypeSize
0001644878-18-000001.txt   Complete submission text file   18194

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