We The People USA

Citizens Dedicated To Preserving Our Constitutional Republic

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
0001827586
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)
Name of Issuer
STAPLE STREET CAPITAL III, L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2020
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
STAPLE STREET CAPITAL III, L.P.
Street Address 1 Street Address 2
1290 AVENUE OF THE AMERICAS, 10TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10104 (212) 613-3100

3. Related Persons

Last Name First Name Middle Name
OWENS STEPHEN D.
Street Address 1 Street Address 2
1290 AVENUE OF THE AMERICAS, 10TH FLOOR
City State/Province/Country ZIP/PostalCode
NEW YORK NEW YORK 10104
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
YAGHOOBZADEH HOOTAN
Street Address 1 Street Address 2
1290 AVENUE OF THE AMERICAS, 10TH FLOOR
City State/Province/Country ZIP/PostalCode
NEW YORK NEW YORK 10104
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X 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
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 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
X 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 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)
X 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

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

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X 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 $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
UBS SECURITIES LLC 7654
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None 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 (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $400,000,000 USD
or    Indefinite
Total Amount Sold $0 USD
Total Remaining to be Sold $400,000,000 USD
or    Indefinite

Clarification of Response (if Necessary):

The general partner of the Issuer reserves the right to offer a greater or lesser amount of limited partner interests. The Total Offering Amount and Total Remaining to be Sold are aggregated together with the Issuer and its related parallel fund.

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:
0

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
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Placement agent fees to be paid based upon a fee schedule. Such fees are offset dollar-for-dollar against the management fees payable by the Issuer.

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
X Estimate

Clarification of Response (if Necessary):

The general partner is entitled to a performance allocation. The investment manager is entitled to a management fee. The performance allocation and management fees are fully disclosed in the Issuer's confidential offering materials.

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
STAPLE STREET CAPITAL III, L.P. /S/ HOOTAN YAGHOOBZADEH HOOTAN YAGHOOBZADEH MANAGER OF THE GP OF THE GP OF THE ISSUER 2020-10-08

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.

Views: 6

Reply to This

Badge

Loading…

Online Magazines

Accuracy In Media
American Spectator
American Thinker
American Conservative
Amer Conservative Daily
The American Prospect
Atlanta Const Journal
The Atlantic Monthly
Boston Review
Blacklisted News
The Bulletin
Canada Free Press
Capitalism Magazine
Chronicles Magazine
City Journal
CNS News
CNIN Truth
Conservative Economist
Consortium News
Commentary Magazine
The Conservative Edge
Conservative Outpost
Corruption Chronicals (JW)
The Corzine Times
CounterPunch
The Daily Caller
Daily Mail UK
Deep Journal
Digital Journal
Dissent Magazine
The Economist
Examiner
Florida Pundit
Foreign Affairs
Foreign Policy
The Freemen Institute
The Gouverneur Times NY
The Guardian UK
The Foundry (Heritage)
Free Market News
FrontPage Magazine
Gateway Pundit
The Guardian UK
The Globalist
Harper's Magazine
Harvard Inter Review
The Hill
Human Events
In These Times
The Land of the Free
Liberty Unbound
Mission America
Mother Jones
Monthly Review
The Nation
National Interest
National Ledger
National Review
New Internationalist
The New American
The New Ledger
New Left Review
New Media Journal
News Hounds
Newstin
The New Republic
News Busters
News Fifty
NewsMax
Newsweek
News Daily
News With Views
Online Journal
Oohja.com
The Palestine Chronicle
Planet Daily
Policy Review
Poligazette
Politics Daily
The Post Chronicle
Pravda
The Progressive
Reality Check
The Real News Network
Reason
Real Clear Markets
Real Clear Politics
Red Pepper
Roll Call
Russia Today
Salon
Slate
Spectator Magazine
Spiked
Telegraph UK
Time
Toward Freedom
Townhall
U.S. News & World Report
Utne Reader
Wall Street Journal Magazine
Washington Examiner
The Washington Independent
Washington Monthly
The Weekly Standard
World Net Daily
World Magazine
World Press Review
World Reports
World Tribune
Vanity Fair

© 2024   Created by WTPUSA.   Powered by

Badges  |  Report an Issue  |  Terms of Service