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 | | Entity Type |
| 0001938172 | | | | Corporation | | X | Limited Partnership | | | Limited Liability Company | | | General Partnership | | | Business Trust | | | Other (Specify) |
|
| Name of Issuer |
|---|
| Insight Partners (Cayman) XIII Growth Buyout Fund, L.P. |
| Jurisdiction of Incorporation/Organization |
|---|
| CAYMAN ISLANDS |
| Year of Incorporation/Organization |
|---|
| | Over Five Years Ago | | X | Within Last Five Years (Specify Year) | 2022 | | | Yet to Be Formed | |
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Insight Partners (Cayman) XIII Growth Buyout Fund, L.P. |
| Street Address 1 | Street Address 2 |
| MAPLES CORPORATE SERVICES LIMITED | BOX 309, UGLAND HOUSE |
| City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
| GRAND CAYMAN | CAYMAN ISLANDS | KY1-1104 | 2122309200 |
3. Related Persons
| Last Name | First Name | Middle Name |
| Horing | Jeffrey |
| Street Address 1 | Street Address 2 |
| c/o Insight Venture Management, LLC | 1114 Avenue of the Americas, 36th Floor |
| City | State/Province/Country | ZIP/PostalCode |
| New York | NEW YORK | 10036 |
| Relationship: | X | Executive Officer | X | Director | | Promoter |
Clarification of Response (if Necessary):
Sole Director and Authorized Officer of the general partner of the general partner of the issuer
| Last Name | First Name | Middle Name |
| Flicker | Blair |
| Street Address 1 | Street Address 2 |
| c/o Insight Venture Management, LLC | 1114 Avenue of the Americas, 36th Floor |
| City | State/Province/Country | ZIP/PostalCode |
| New York | NEW YORK | 10036 |
| Relationship: | X | Executive Officer | | Director | | Promoter |
Clarification of Response (if Necessary):
General Counsel, Vice President and Authorized Officer of the general partner of the general partner of the issuer
| Last Name | First Name | Middle Name |
| Parekh | Deven |
| Street Address 1 | Street Address 2 |
| c/o Insight Venture Management, LLC | 1114 Avenue of the Americas, 36th Floor |
| City | State/Province/Country | ZIP/PostalCode |
| New York | NEW YORK | 10036 |
| Relationship: | X | Executive Officer | | Director | | Promoter |
Clarification of Response (if Necessary):
Vice President and Authorized Officer of the general partner of the general partner of the issuer
| Last Name | First Name | Middle Name |
| Lessing | Mark |
| Street Address 1 | Street Address 2 |
| c/o Insight Venture Management, LLC | 1114 Avenue of the Americas, 36th Floor |
| City | State/Province/Country | ZIP/PostalCode |
| New York | NEW YORK | 10036 |
| Relationship: | X | Executive Officer | | Director | | Promoter |
Clarification of Response (if Necessary):
Chief Financial Officer, Vice President and Authorized Officer of the general partner of the general partner of the issuer
| Last Name | First Name | Middle Name |
| Prodromos | Andrew |
| Street Address 1 | Street Address 2 |
| c/o Insight Venture Management, LLC | 1114 Avenue of the Americas, 36th Floor |
| City | State/Province/Country | ZIP/PostalCode |
| New York | NEW YORK | 10036 |
| Relationship: | X | Executive Officer | | Director | | Promoter |
Clarification of Response (if Necessary):
Alternate Director, Vice President and Authorized Officer of the general partner of the general partner of the issuer
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? | | | | | Other Banking & Financial Services | | | | Business Services | | Energy | | | | | | | | | | | | | | | Health Care | | | | | | | | | | | | | Manufacturing | | Real Estate | | | | | | | | | | | | | Retailing | | Restaurants | | Technology | | | | | | | | Travel | | | | | | | | Tourism & Travel Services |
| | | | 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) |
| | | 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) |
| | |
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? | | |
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? | | |
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 |
|
| Warren H. Spar | 2357369 |
| (Associated) Broker or Dealer | | None |
| | (Associated) Broker or Dealer CRD Number | | None |
|
| Sparring Partners Capital LLC | 133780 |
| Street Address 1 | Street Address 2 |
| 420 Lexington Avenue, Suite 2458 |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10170 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
| ARIZONA | | CALIFORNIA | | CONNECTICUT | | ILLINOIS | | MASSACHUSETTS | | MISSOURI | | NEW JERSEY | | NEW YORK | | TEXAS | | UTAH | |
| Recipient | | Recipient CRD Number | X | None |
|
| Magenta Capital Services Ltd. | None |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| Magenta Capital Services Ltd. | None |
| Street Address 1 | Street Address 2 |
| Victoria House | THE VALLEY |
| City | State/Province/Country | ZIP/Postal Code |
| ANGUILLA | VIRGIN ISLANDS, BRITISH | 00000 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
|
| Recipient | | Recipient CRD Number | X | None |
|
| Fund Placement Israel Ltd. | None |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| Fund Placement Israel Ltd. | None |
| Street Address 1 | Street Address 2 |
| 35 A Romano St. |
| City | State/Province/Country | ZIP/Postal Code |
| Tel-Aviv | ISRAEL | 6900053 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Evercore Group L.L.C. | 42405 |
| (Associated) Broker or Dealer | | None |
| | (Associated) Broker or Dealer CRD Number | | None |
|
| Evercore Group L.L.C. | 42405 |
| Street Address 1 | Street Address 2 |
| 55 East 52nd Street |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10055 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
| ALABAMA | | ALASKA | | ARIZONA | | ARKANSAS | | CALIFORNIA | | COLORADO | | CONNECTICUT | | DISTRICT OF COLUMBIA | | FLORIDA | | GEORGIA | | ILLINOIS | | INDIANA | | KANSAS | | KENTUCKY | | LOUISIANA | | MARYLAND | | MASSACHUSETTS | | MICHIGAN | | MISSOURI | | MONTANA | | NEW HAMPSHIRE | | NEW JERSEY | | NEW YORK | | NORTH CAROLINA | | OHIO | | OKLAHOMA | | OREGON | | PENNSYLVANIA | | PUERTO RICO | | RHODE ISLAND | | TEXAS | | UTAH | | VIRGINIA | | WASHINGTON | | WEST VIRGINIA | | WISCONSIN | |
| Recipient | | Recipient CRD Number | X | None |
|
| Mitsubishi: UFJ Alternative Investments Co., Ltd | None |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| Mitsubishi: UFJ Alternative Investments Co., Ltd | None |
| Street Address 1 | Street Address 2 |
| Hibiya Parkfront Bldg. 7F, 1-6 | Uchisaiwaicho 2-Chome, Chiyoda-Ku |
| City | State/Province/Country | ZIP/Postal Code |
| Tokyo | JAPAN | 100-0011 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
|
| Recipient | | Recipient CRD Number | X | None |
|
| HMC ITAJUBA | None |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| HMC ITAJUBA | None |
| Street Address 1 | Street Address 2 |
| Av. Nueva Costanera 4040 | 3rd floor, N 32,Vitacura |
| City | State/Province/Country | ZIP/Postal Code |
| Santiago | CHILE | 00000 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| David Choi | 2277222 |
| (Associated) Broker or Dealer | | None |
| | (Associated) Broker or Dealer CRD Number | | None |
|
| Sparring Partners Capital LLC | 133780 |
| Street Address 1 | Street Address 2 |
| 420 Lexington Avenue, Suite 2458 |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10170 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
| CALIFORNIA | | ILLINOIS | | MINNESOTA | | MONTANA | | NEW YORK | |
| Recipient | | Recipient CRD Number | | None |
|
| Dana Marie Samuels | 6179115 |
| (Associated) Broker or Dealer | | None |
| | (Associated) Broker or Dealer CRD Number | | None |
|
| Sparring Partners Capital LLC | 133780 |
| Street Address 1 | Street Address 2 |
| 420 Lexington Avenue, Suite 2458 |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10170 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
| FLORIDA | | ILLINOIS | | IOWA | | MASSACHUSETTS | | NEW YORK | | NORTH CAROLINA | | TENNESSEE | |
13. Offering and Sales Amounts
| Total Offering Amount | | USD | |
| Total Amount Sold | $0 | USD |
| Total Remaining to be Sold | | USD | |
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 | $20,000,000 | USD | |
| Finders' Fees | $0 | USD | |
Clarification of Response (if Necessary):
The commission estimate includes amounts that may be payable in the next 12 months in connection with sales of interests in this Issuer and for the Issuer's parallel funds if specified amounts are invested.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.
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 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 |
| Insight Partners (Cayman) XIII Growth Buyout Fund, L.P. | Andrew Prodromos | Andrew Prodromos | See Item #3 above for Title | 2022-08-11 |
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.
