EDGAR System rendering: Notice of an Exempt Offering of Securities
FORM D
Notice of Exempt Offering of Securities
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number)
Previous Name(s)
None
Entity Type
0001592624
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other
Specialized Investment Fund
Name of Issuer
SwanCap Opportunities Fund SCS - SIF
Jurisdiction of Incorporation/Organization
LUXEMBOURG
Year of Incorporation/Organization
Over Five Years Ago
Within 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 1
Street Address 2
5, RUE HEIENHAFF
City
State/Province/Country
ZIP/Postal Code
Phone No. of Issuer
SENNINGERBERG
LUXEMBOURG
L-1736
352-2848-0043
3. Related Persons
Last Name
First Name
Middle Name
SwanCap Investment Management SA
N/A
Street Address 1
Street Address 2
5, rue Heienhaff
City
State/Province/Country
ZIP/Postal Code
Senningerberg
LUXEMBOURG
L-1736
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Manager of the Issuer (the "Manager")
Last Name
First Name
Middle Name
UniCredit Bank AG
N/A
Street Address 1
Street Address 2
Arabellastrasse 14
City
State/Province/Country
ZIP/Postal Code
Munich
GERMANY
D-81925
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Promoter of the Issuer (the "Promoter")
Last Name
First Name
Middle Name
SwanCap Partners Beteiligungsverwaltungs GmbH
N/A
Street Address 1
Street Address 2
HRB 20697
Arabellastrasse 14
City
State/Province/Country
ZIP/Postal Code
Munich
GERMANY
D-81925
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
General Partner of the Issuer (the "General Partner")
Last Name
First Name
Middle Name
Florian
Kreitmeier
Street Address 1
Street Address 2
Arabellastrasse 14
City
State/Province/Country
ZIP/Postal Code
Munich
GERMANY
D-81925
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Director of the General Partner of the Issuer
Last Name
First Name
Middle Name
Gavin
Burke
Street Address 1
Street Address 2
150 East 42nd Street
29th Floor
City
State/Province/Country
ZIP/Postal Code
New York
NEW YORK
10017
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Director of the General Partner of the Issuer
Last Name
First Name
Middle Name
Claus
Mansfeldt
Street Address 1
Street Address 2
5, rue Heienhaff
City
State/Province/Country
ZIP/Postal Code
Senningerberg
LUXEMBOURG
L-1736
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Director of the Manager of the Issuer
Last Name
First Name
Middle Name
Andrea
Millioni
Street Address 1
Street Address 2
5, rue Heienhaff
City
State/Province/Country
ZIP/Postal Code
Senningerberg
LUXEMBOURG
L-1736
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Director of the Manager of the Issuer
Last Name
First Name
Middle Name
Pierre
Weimerskirch
Street Address 1
Street Address 2
5, rue Heienhaff
City
State/Province/Country
ZIP/Postal Code
Senningerberg
LUXEMBOURG
L-1736
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Director of the Manager of the Issuer
Last Name
First Name
Middle Name
Ralph
Brodel
Street Address 1
Street Address 2
5, rue Heienhaff
City
State/Province/Country
ZIP/Postal Code
Senningberg
LUXEMBOURG
L-1736
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Director of the Manager of the Issuer
Last Name
First Name
Middle Name
Wolfgang
Pfister
Street Address 1
Street Address 2
Arabellastrasse 14
City
State/Province/Country
ZIP/Postal Code
Munich
GERMANY
D-81925
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Director of the Promoter of the Issuer
Last Name
First Name
Middle Name
Martin
Langer
Street Address 1
Street Address 2
Arabellastrasse 14
City
State/Province/Country
ZIP/Postal Code
Munich
GERMANY
D-81925
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Director of the Promoter of the Issuer
Last Name
First Name
Middle Name
Cesare
Buzzi-Ferraris
Street Address 1
Street Address 2
Piazza Gae Aulenti 4 Palazzo C
City
State/Province/Country
ZIP/Postal Code
Milan
ITALY
20154
Relationship:
Executive Officer
Director
Promoter
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
Pooled Investment Fund
*Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No
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 Range
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
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)
Rule 506(b)
Rule 504 (b)(1)(ii)
Rule 506(c)
Rule 504 (b)(1)(iii)
Securities Act Section 4(a)(5)
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
New Notice
Date of First Sale
2013-11-11
First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
Yes
No
9. Type(s) of Securities Offered (select all that apply)
Pooled Investment Fund Interests
Equity
Tenant-in-Common Securities
Debt
Mineral Property Securities
Option, Warrant or Other Right to Acquire Another Security
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
No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor
$
0
USD
12. Sales Compensation
Recipient
Recipient CRD Number
None
UBS Securities LLC
7654
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Street Address 1
Street Address 2
1285 Avenue of the Americas
City
State/Province/Country
ZIP/Postal Code
New York
NEW YORK
10019
State(s) of Solicitation
All States
Foreign/Non-US
13. Offering and Sales Amounts
Total Offering Amount
$
200000000
USD
Indefinite
Total Amount Sold
$
200000000
USD
Total Remaining to be Sold
$
0
USD
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, 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 & Finders’ 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)
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.
$
0
USD
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, 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 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.
