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SwanCap Opportunities Fund SCS - SIF – ‘D’ on 11/25/13

On:  Monday, 11/25/13, at 10:13am ET   ·   Effective:  11/25/13   ·   Accession #:  1592624-13-1   ·   File #:  21-206909

Previous ‘D’:  None   ·   Next & Latest:  ‘D/A’ on 12/4/13

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

11/25/13  SwanCap Opportunities … SCS - SIF D          11/25/13    1:13K

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     13K 
                          Registration -- primary_doc.xml/7.7                    




        

This ‘D’ Document is an XML Data File that may be rendered in various formats:

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

 
SEC Info rendering:  Notice of an Exempt Offering of Securities
 

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
XNone
Entity Type
1592624
  Corporation
  Limited Partnership
  Limited Liability Company
  General Partnership
  Business Trust
XOther (Specify)

Specialized Investment Fund
Name of Issuer
SwanCap Opportunities Fund SCS - SIF
Jurisdiction of Incorporation/Organization
LUXEMBOURG
Year of Incorporation/Organization
  Over Five Years Ago
XWithin Last Five Years (Specify Year)2013
  Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SwanCap Opportunities Fund SCS - SIF
Street Address 1Street Address 2
5, RUE HEIENHAFF
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
SENNINGERBERGLUXEMBOURGL-1736352-2848-0043

3. Related Persons

Last NameFirst NameMiddle Name
SwanCap Investment Management SAN/A
Street Address 1Street Address 2
5, rue Heienhaff
CityState/Province/CountryZIP/PostalCode
SenningerbergLUXEMBOURGL-1736
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Manager of the Issuer (the "Manager")
Last NameFirst NameMiddle Name
UniCredit Bank AGN/A
Street Address 1Street Address 2
Arabellastrasse 14
CityState/Province/CountryZIP/PostalCode
MunichGERMANYD-81925
Relationship:  Executive Officer  DirectorXPromoter

Clarification of Response (if Necessary):

Promoter of the Issuer (the "Promoter")
Last NameFirst NameMiddle Name
SwanCap Partners Beteiligungsverwaltungs GmbHN/A
Street Address 1Street Address 2
HRB 20697Arabellastrasse 14
CityState/Province/CountryZIP/PostalCode
MunichGERMANYD-81925
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

General Partner of the Issuer (the "General Partner")
Last NameFirst NameMiddle Name
FlorianKreitmeier
Street Address 1Street Address 2
Arabellastrasse 14
CityState/Province/CountryZIP/PostalCode
MunichGERMANYD-81925
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer
Last NameFirst NameMiddle Name
GavinBurke
Street Address 1Street Address 2
150 East 42nd Street29th Floor
CityState/Province/CountryZIP/PostalCode
New YorkNEW YORK10017
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer
Last NameFirst NameMiddle Name
ClausMansfeldt
Street Address 1Street Address 2
5, rue Heienhaff
CityState/Province/CountryZIP/PostalCode
SenningerbergLUXEMBOURGL-1736
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Director of the Manager of the Issuer
Last NameFirst NameMiddle Name
AndreaMillioni
Street Address 1Street Address 2
5, rue Heienhaff
CityState/Province/CountryZIP/PostalCode
SenningerbergLUXEMBOURGL-1736
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Director of the Manager of the Issuer
Last NameFirst NameMiddle Name
PierreWeimerskirch
Street Address 1Street Address 2
5, rue Heienhaff
CityState/Province/CountryZIP/PostalCode
SenningerbergLUXEMBOURGL-1736
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Director of the Manager of the Issuer
Last NameFirst NameMiddle Name
RalphBrodel
Street Address 1Street Address 2
5, rue Heienhaff
CityState/Province/CountryZIP/PostalCode
SenningbergLUXEMBOURGL-1736
Relationship:  Executive OfficerXDirector  Promoter

Clarification of Response (if Necessary):

Director of the Manager of the Issuer
Last NameFirst NameMiddle Name
WolfgangPfister
Street Address 1Street Address 2
Arabellastrasse 14
CityState/Province/CountryZIP/PostalCode
MunichGERMANYD-81925
Relationship:  Executive Officer  DirectorXPromoter

Clarification of Response (if Necessary):

Managing Director of the Promoter of the Issuer
Last NameFirst NameMiddle Name
MartinLanger
Street Address 1Street Address 2
Arabellastrasse 14
CityState/Province/CountryZIP/PostalCode
MunichGERMANYD-81925
Relationship:  Executive Officer  DirectorXPromoter

Clarification of Response (if Necessary):

Managing Director of the Promoter of the Issuer
Last NameFirst NameMiddle Name
CesareBuzzi-Ferraris
Street Address 1Street Address 2
Piazza Gae Aulenti 4 Palazzo C
CityState/Province/CountryZIP/PostalCode
MilanITALY20154
Relationship:  Executive Officer  DirectorXPromoter

Clarification of Response (if Necessary):

Managing Director of the Promoter of the Issuer

4. Industry Group

  Agriculture
Banking & Financial Services
  Commercial Banking
  Insurance
  Investing
  Investment Banking
XPooled Investment Fund
  Hedge Fund
XPrivate Equity Fund
  Venture Capital Fund
  Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
  YesXNo
  Other Banking & Financial Services
  Business Services
Energy
  Coal Mining
  Electric Utilities
  Energy Conservation
  Environmental Services
  Oil & Gas
  Other Energy
Health Care
  Biotechnology
  Health Insurance
  Hospitals & Physicians
  Pharmaceuticals
  Other Health Care
  Manufacturing
Real Estate
  Commercial
  Construction
  REITS & Finance
  Residential
  Other Real Estate
  
Retailing
  
Restaurants
Technology
  Computers
  Telecommunications
  Other Technology
Travel
  Airlines & Airports
  Lodging & Conventions
  Tourism & Travel Services
  Other Travel
  
Other

5. Issuer Size

Revenue RangeORAggregate 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
XDecline 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)
  Rule 505
XRule 506(b)
  Rule 506(c)
  Securities Act Section 4(a)(5)
XInvestment 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)
XSection 3(c)(7)

7. Type of Filing

XNew Notice Date of First Sale 11/11/13   First Sale Yet to Occur
  Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
  YesXNo

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

  EquityXPooled 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?
  YesXNo

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor$0USD

12. Sales Compensation

Recipient
Recipient CRD Number  None
UBS Securities LLC7654
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1285 Avenue of the Americas
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10019
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
  Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount$200,000,000USD
or  Indefinite
Total Amount Sold$200,000,000USD
Total Remaining to be Sold$0USD
or  Indefinite

Clarification of Response (if Necessary):

Offering under Reg S and Reg D. Shown is amount sold to US investors only. Total Offering Amount $1.51 billion, converted from EUR to USD 11/11/13 at prevailing exchange rate.

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:
21

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$0USD
  Estimate
Finders' Fees$0USD
  Estimate

Clarification of Response (if Necessary):

Sales commissions not yet known, based on certain facts which are not yet final.

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.

$0USD
  Estimate

Clarification of Response (if Necessary):

An affiliate of the General Partner of the Issuer will receive a fee for management services at an annual rate as a percentage of each investor's subscription to the Issuer, as specified in the Issuer's limited partnership agreement.

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 Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) 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.

IssuerSignatureName of SignerTitleDate
SwanCap Opportunities Fund SCS - SIFClaus MansfeldtClaus MansfeldtDirector 11/25/13

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.


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