Gam Avalon Lancelot LLC – ‘SC TO-I/A’ on 7/26/05 re: Gam Avalon Lancelot LLC

On:  Tuesday, 7/26/05, at 4:09pm ET   ·   Accession #:  930413-5-5302   ·   File #:  5-62219

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment to Tender-Offer Statement -- Issuer          2     11K 
                          Tender Offer                                           

SC TO-I/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 SCHEDULE TO

(RULE 14D-100)

 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

 (AMENDMENT NO. 3)
 (FINAL AMENDMENT)

GAM AVALON LANCELOT, LLC
(Name of Subject Company (Issuer))

GAM AVALON LANCELOT, LLC (OFFEROR)
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))

UNITS OF LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)

 N/A
 (CUSIP Number of Class of Securities)

 KENNETH A. DURSHT, ESQ.
C/O GAM USA INC.
135 EAST 57TH STREET
NEW YORK, NEW YORK 10022
(212) 407-4600
 (Name, Address And Telephone Number Of Person Authorized to Receive
 Notices and Communications on Behalf of the Filing Persons)

 WITH A COPY TO:
CHRISTOPHER M. WELLS, ESQ.
COUDERT BROTHERS LLP
 1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 626-4400

 CALCULATION OF FILING FEE
================================================================================
Transaction Valuation: $19,548,458.21 (a)     Amount of Filing Fee: $2300.85 (b)
================================================================================

    (a)  Purchase price paid for units of limited liability company interests.

(b)  Calculated at $117.70 per $1,000,000 of Transaction Valuation    

|X| Check the box if any part of the fee is offset as provided by Rule          
0-1l(a)(2) and identify the filing with which the offsetting fee was previously 
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.                                         

Amount Previously Paid: $4,143.80   
  Form or Registration No.:  Schedule TO
  Filing Party: GAM Avalon Lancelot, LLC
Date Filed: May 13, 2005

|_| Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                                 

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              

|_| third-party tender offer subject to Rule 14d-1.                             

|X| issuer tender offer subject to Rule 13e-4.                                  

|_| going-private transaction subject to Rule 13e-3.                            

|_| amendment to Schedule 13D under Rule 13d-2.                                 

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|                                                        

SC TO-I/A
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    This Amendment No. 3 to the Tender Offer Statement on Schedule TO (the
"Statement") originally filed with the U.S. Securities and Exchange Commission  
(the "SEC") on May 13, 2005 and to Amendment No. 2 originally filed on July 19, 
2005 with the SEC ("Amendment No. 2"), is being filed by GAM Avalon Lancelot,   
LLC (the "Fund") in connection with an offer by the Fund to purchase up to ten  
percent (10%) of the Fund's outstanding units of limited liability company      
interests ("Units"), upon the terms and subject to the conditions set forth in  
the Offer to Purchase and the related Letter of Transmittal (which together     
constitute the "Offer"). Copies of the Offer to Purchase and Letter of          
Transmittal were previously filed as Exhibits (a)(2) and (a)(3) to the          
Statement.                                                                      

   This is a Final Amendment to the Statement and Amendment No. 2 and is
being filed to report the results of the Offer. Capitalized terms not otherwise 
defined herein shall have the meanings ascribed to them in the Offer to         
Purchase.                                                                       

 The following information is furnished pursuant to Rule 13e-4(c)(4)
promulgated under the Securities Exchange Act of 1934, as amended, to report the
results of the Offer:                                                           

       1.  The Offer expired at 12:00 midnight, New York time, on June 10, 2005.

     2.  A total of 175,667.2125 outstanding Units were validly tendered and
not withdrawn prior to the expiration of the Offer, and all of those Units were 
accepted for payment by the Fund in accordance with the terms of the Offer at a 
purchase price of $111.2812 per Unit.                                           

 SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.          

                      GAM AVALON LANCELOT, LLC

              By: GAM USA Inc.
     Advisor

                       By: /s/ Kenneth A. Dursht
                               -------------------------
                     Name: Kenneth A. Dursht
                         Title: Authorized Signatory

July 26, 2005                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/26/05		2
		7/19/05		2					SC TO-I/A
		6/10/05		2
		5/13/05		1		2			SC TO-I
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