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Seven Sages Capital, L.P. – ‘D’ on 7/16/12

On:  Monday, 7/16/12, at 5:35pm ET   ·   As of:  7/17/12   ·   Effective:  7/17/12   ·   Accession #:  1552014-12-4   ·   File #:  21-181337

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  As Of                Filer                Filing    For·On·As Docs:Size

 7/17/12  Seven Sages Capital, L.P.         D           7/17/12    1:5K

Notice of an Offering of Securities Made Without Registration   —   Form D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: D           Notice of an Offering of Securities Made Without    HTML      6K 
                          Registration -- primary_doc.xml/7.6                    

This document is an XML File that may be rendered in various formats:

Form D  –  Plain Text  –  EDGAR System  –  SEC Website  –  XML Listing  –  <?xml?> File


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.

Washington, D.C. 20549

Notice of Exempt Offering of Securities

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

Name of Issuer
Jurisdiction of Incorporation/Organization
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2010
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Street Address 1 Street Address 2
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10038 646.415.8870

3. Related Persons

Last Name First Name Middle Name
Malik Mark
Street Address 1 Street Address 2
125 Maiden Lane Suite 305
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10038
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Managing Member of Seven Sages Capital Management, LLC, the funds sole general partner.

4. Industry Group

 Banking & Financial Services

   Commercial Banking
   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

   Coal Mining

   Electric Utilities

   Energy Conservation

   Environmental Services

   Oil & Gas

   Other Energy
 Health Care


   Health Insurance

   Hospitals & Physicians


   Other Health Care
 Real Estate



   REITS & Finance


   Other Real Estate



   Other Technology

   Airlines & Airports

   Lodging & Conventions

   Tourism & Travel Services

   Other Travel

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 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(6)
   Rule 504 (b)(1)(iii)    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)
   Section 3(c)(7)

7. Type of Filing

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

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)

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 $100,000 USD

12. Sales Compensation

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

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:

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
Finders' Fees $0 USD

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

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 it 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 Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

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
SEVEN SAGES CAPITAL, L.P. Mark Malik Mark Malik Managing Member of the General Partner 7/16/12

* 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.

Filing Submission 0001552014-12-000004   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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