SEC filing record
Primary Source · SEC.gov

Graycliff Mezzanine III LP

Fund Vehicle2017 vintageRule 506(b), Section 3(c), Section 3(c)(7)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$45M

Investors

9

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Graycliff Mezzanine III LP is a Delaware limited partnership organized in 2016 that filed a Form D with the SEC on February 22, 2017, describing itself as a other investment fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers pooled investment fund interests. Graycliff Mezzanine III LP reported $45,000,000 sold from 9 investors of a $125,000,000 total offering as of the Form D filed February 22, 2017. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names Equus Financial Consulting LLC (CRD 131449), associated with None as the recipient of sales compensation soliciting in RI. Sales commissions are reported as $0 and finders' fees as $437,500. Form D allows these to be estimates. The issuer's address of record is 500 Fifth Avenue, 47th Floor, New York, NY 10110.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001698152
Entity NameGraycliff Mezzanine III LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year Organized2016
Issuer Address500 Fifth Avenue, 47th Floor, New York, NY 10110
Phone(212) 300-2900
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled investment fund interests
First Sale DateFebruary 7, 2017
Filing DateFebruary 22, 2017
Accession Number0001192482-17-000049
Total Offering Amount$125,000,000
Total Amount Sold$45,000,000
Amount Remaining$80,000,000
Total Investors9
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0 (to Equus Financial Consulting LLC)
Finders' Fees$437,500
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
Amendment CountOriginal filing only

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

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Statements extracted

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none on file

NAV prints

0

none on file

Offering chains

1

lapsed

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Fund family Part of the Graycliff Mezzanine family: 4 vehicles across 3 generations · adviser of record Graycliff Partners LP · full family and the filing behind each link in the terminal

Investor

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Adviser of Record (Form ADV)

Graycliff Partners LP

CRD 157221 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

Auditor named on Form ADV: Kpmg, LLP · PCAOB-registered per the adviser

From the adviser's Form ADV as loaded from the SEC bulk data, joined on this issuer's Form D file number. Fund-level figures and the adviser's full fund roster are in the terminal.

Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Stephen C. Hindmarch

Executive Officer, Director, Promoter · New York, NY

of the General Partner of the General Partner

James W. Marley

Executive Officer, Director, Promoter · New York, NY

of the General Partner of the General Partner

Will C. Henderson

Executive Officer, Director, Promoter · New York, NY

of the General Partner of the General Partner

Andrew P. Trigg

Executive Officer, Director, Promoter · New York, NY

of the General Partner of the General Partner

Duke M. Punhong

Executive Officer, Director, Promoter · New York, NY

of the General Partner of the General Partner

Steven J. Schaefer

Executive Officer · New York, NY

of the General Partner of the General Partner

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

Equus Financial Consulting LLCCRD 131449 on BrokerCheck

Associated broker-dealer: None · New Canaan, CT · Soliciting in RI

Questions About Graycliff Mezzanine III LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Graycliff Mezzanine III LP?

Graycliff Mezzanine III LP is a Delaware limited partnership organized in 2016 that filed a Form D with the SEC on February 22, 2017 as a other investment fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.

Is Graycliff Mezzanine III LP legit?

AltStreet does not rate legitimacy; it reports the public record. Graycliff Mezzanine III LP filed a Form D with the SEC on February 22, 2017 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $45,000,000 sold to 9 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Graycliff Mezzanine III LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Graycliff Mezzanine III LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Graycliff Mezzanine III LP raised?

Graycliff Mezzanine III LP reported $45,000,000 sold from 9 investors of a $125,000,000 total offering as of the Form D filed February 22, 2017.

Who can invest in Graycliff Mezzanine III LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Graycliff Mezzanine III LP?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling Graycliff Mezzanine III LP and how are they paid?

The Form D names Equus Financial Consulting LLC (CRD 131449), associated with None as the recipient of sales compensation soliciting in RI. Sales commissions are reported as $0 and finders' fees as $437,500. Form D allows these to be estimates.

Who is behind Graycliff Mezzanine III LP?

The Form D lists 6 related persons: Stephen C. Hindmarch, executive officer, director, promoter (of the General Partner of the General Partner); James W. Marley, executive officer, director, promoter (of the General Partner of the General Partner); Will C. Henderson, executive officer, director, promoter (of the General Partner of the General Partner); Andrew P. Trigg, executive officer, director, promoter (of the General Partner of the General Partner); Duke M. Punhong, executive officer, director, promoter (of the General Partner of the General Partner); Steven J. Schaefer, executive officer (of the General Partner of the General Partner). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Graycliff Mezzanine III LP located?

The issuer's address on its SEC filings is 500 Fifth Avenue, 47th Floor, New York, NY 10110. Its phone number of record is 212-300-2900. It is organized under the laws of Delaware.

How long is the Graycliff Mezzanine III LP offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.

How large is Graycliff Mezzanine III LP?

The issuer declined to disclose its net asset value range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.