SEC filing record
Primary Source · SEC.gov

Commonfund Capital U.S. Private Equity Partners XII, L.P.

Fund Vehicle2022 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

$152M

Investors

16

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Commonfund Capital U.S. Private Equity Partners XII, L.P. is a Delaware limited partnership that first filed a Form D on April 12, 2022 and most recently amended it on April 12, 2023, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers pooled investment fund interests. Commonfund Capital U.S. Private Equity Partners XII, L.P. reported $152,290,750 sold from 16 investors of a $300,000,000 total offering as of the Form D filed April 12, 2023. 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 Commonfund Securities, Inc. (CRD 43541), associated with None; Banco BICE, associated with None; GI Capital Management Ltd., associated with None as recipients of sales compensation soliciting in all states. The issuer's address of record is 15 Old Danbury Road, Wilton, CT 06897.

Critical Disclosures

What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.

Reporting lapsed · Form D · last filing April 12, 2023

Offering declared to continue beyond a year; annual amendment 13+ months overdue An issuer that stops filing is the case the going-concern flag cannot catch: the report that would have carried it was never filed.

Timeline
Each line is a fact as filed. The history behind it, the same event across other issuers, and an alert on the next one:Open in the terminal Watch this issuer

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001922418
Entity NameCommonfund Capital U.S. Private Equity Partners XII, L.P.
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
Issuer Address15 Old Danbury Road, Wilton, CT 06897
Phone(203) 563-5073
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled investment fund interests
First Sale DateApril 13, 2022
Filing DateApril 12, 2023
Accession Number0001012975-23-000167
Total Offering Amount$300,000,000
Total Amount Sold$152,290,750
Amount Remaining$147,709,250
Total Investors16
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationIntended to last more than one year
Revenue RangeDecline to Disclose
State (Issuer Address)CT
Amendment Count2 filings on record

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

0

none on file

Critical / warning

0 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

dark

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Fund family Part of the Commonfund Capital U.S Private Equity Partners family: 4 vehicles across 3 generations · adviser of record Cf Private Equity, INC. · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

Pro

  • This issuer against its cohort: rank by velocity and share raised among offerings filed the same quarter
  • The same events, statements and NAV moves across every issuer, screenable, with unlimited watches and CSV

Counts and dates above are the free record. The values, the series and the comparisons are the seat. Loading your view…

Adviser of Record (Form ADV)

Cf Private Equity, INC.

CRD 110657 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

Auditor named on Form ADV: PricewaterhouseCoopers 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.

Item 3 changed on the Form D filed 2023-04-12: 2 related persons added and 2 removed against the filing of 2022-04-12; 10 now listed. The names are in the Terminal feed.

Fairfield Partners XIV L.P.

Executive Officer · Wilton, CT

"General Partner of the Issuer (the ""GPLP"")."

Fairfield Partners XIV GP LLC

Executive Officer · Wilton, CT

"General Partner of the GPLP (the ""GP LLC"")."

Fairfield Partners Holdings II L.P.

Executive Officer · Wilton, CT

Sole member of the GP LLC.

CF Private Equity, Inc.

Executive Officer · Wilton, CT

General Partner of the sole member of the GP LLC.

Mamak Shahbazi

Director · Wilton, CT

Robert Pavey

Director · Wilton, CT

Mark J.P. Anson

Director · Wilton, CT

Mark C. Hoeing

Executive Officer, Director · Wilton, CT

Sharad C. Samy

Executive Officer · Wilton, CT

Peter M. Burns

Executive Officer · Wilton, CT

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.

Commonfund Securities, Inc.CRD 43541 on BrokerCheck

Associated broker-dealer: None · Wilton, CT · Soliciting in all states

Banco BICE

Associated broker-dealer: None · Santiago, F3 and outside the United States

GI Capital Management Ltd.

Associated broker-dealer: None · Chiyoda-ku, Tokyo, M0 and outside the United States

Questions About Commonfund Capital U.S. Private Equity Partners XII, L.P.

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

What is Commonfund Capital U.S. Private Equity Partners XII, L.P.?

Commonfund Capital U.S. Private Equity Partners XII, L.P. is a Delaware limited partnership that filed a Form D with the SEC on April 12, 2023 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.

Is Commonfund Capital U.S. Private Equity Partners XII, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Commonfund Capital U.S. Private Equity Partners XII, L.P. filed a Form D with the SEC on April 12, 2023 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 $152,290,750 sold to 16 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 Commonfund Capital U.S. Private Equity Partners XII, L.P. 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 Commonfund Capital U.S. Private Equity Partners XII, L.P. 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 Commonfund Capital U.S. Private Equity Partners XII, L.P. raised?

Commonfund Capital U.S. Private Equity Partners XII, L.P. reported $152,290,750 sold from 16 investors of a $300,000,000 total offering as of the Form D filed April 12, 2023.

Who can invest in Commonfund Capital U.S. Private Equity Partners XII, L.P.?

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 Commonfund Capital U.S. Private Equity Partners XII, L.P.?

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 Commonfund Capital U.S. Private Equity Partners XII, L.P. and how are they paid?

The Form D names Commonfund Securities, Inc. (CRD 43541), associated with None; Banco BICE, associated with None; GI Capital Management Ltd., associated with None as recipients of sales compensation soliciting in all states.

Who is behind Commonfund Capital U.S. Private Equity Partners XII, L.P.?

The Form D lists 10 related persons: Fairfield Partners XIV L.P., executive officer ("General Partner of the Issuer (the ""GPLP"")."); Fairfield Partners XIV GP LLC, executive officer ("General Partner of the GPLP (the ""GP LLC"")."); Fairfield Partners Holdings II L.P., executive officer (Sole member of the GP LLC); CF Private Equity, Inc., executive officer (General Partner of the sole member of the GP LLC); Mamak Shahbazi, director; Robert Pavey, director; Mark J.P. Anson, director; Mark C. Hoeing, executive officer, director, and 2 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Commonfund Capital U.S. Private Equity Partners XII, L.P. located?

The issuer's address on its SEC filings is 15 Old Danbury Road, Wilton, CT 06897. Its phone number of record is 203-563-5073. It is organized under the laws of Delaware.

How long is the Commonfund Capital U.S. Private Equity Partners XII, L.P. offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is Commonfund Capital U.S. Private Equity Partners XII, L.P.?

The issuer declined to disclose its revenue 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.