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SEC filing record
Primary Source · SEC.gov

Heitman Real Estate Debt Partners III, L.P.

Fund Vehicle2025 vintage506(b), 3(c)(1)
Latest signalSold increasedForm D/A · 2025-02-035 events: 2 large raise, 1 sold increased, 1 investors increasedLast filing 2025-02-03

Raised

$806M

Investors

13

Min Invest

$1,000,000

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AltStreet Analysis

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Generated from EDGAR primary sources

Heitman Real Estate Debt Partners III, L.P. is a Delaware limited partnership offering pooled investment interests under Rule 506(b) and Section 3(c)(1). This amended filing reports $806.0 million raised from 13 investors with a $1.0 million minimum investment. The fund is managed by Heitman, a real estate investment firm, with 10 executive officers listed.

This real estate debt fund operates in the institutional investor tier, using the private 506(b) exemption typical of funds targeting sophisticated investors and institutions. The $1.0 million minimum and 3(c)(1) structure are standard for closed-end real estate debt funds seeking to remain outside Investment Company Act registration while accessing accredited and qualified purchasers.

Data Flags

total_investors13 investors contributing $806M yields an average commitment of ~$62M per investor, indicating a concentrated institutional investor base
related_persons10 executive officers listed, notably high for a single fund vehicle and may indicate parent firm officers rather than fund-specific management

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002006741
Entity NameHeitman Real Estate Debt Partners III, L.P.
ExemptionRule 506(b), Section 3(c), Section 3(c)(1), 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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners. 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 Address110 North Wacker Drive, Suite 4000, Chicago, IL 60606
Phone(312) 855-5700
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer) and Section 3(c)(7) (qualified purchasers only) (both boxes checked on the filing)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateFebruary 3, 2025
Accession Number0002006741-25-000001
Total Offering Amount$1,000,000,000
Total Amount Sold$806,000,000
Amount Remaining$194,000,000
Total Investors13
Non-Accredited InvestorsNone
Minimum Investment$1,000,000
Offering DurationOne year or less
Sales Commissions$100,000 (to Heitman Securities LLC and 3 others)
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)IL
Amendment Count1 amendments filed

Filings on Record

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

D/AFebruary 3, 2025DJanuary 3, 2024

Capital Raise Timeline

2 Form D filings from Jan 3, 2024 to Feb 3, 2025, the latest a D/A.

Checking access…

In the Terminal

Filing events

5

latest Feb 3, 2025

Critical / warning

0 / 2

2 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

lapsed

Latest event Sold increase · Feb 3, 2025

SEC.gov
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Fund family Part of the Heitman Real Estate Debt Partners family: 2 vehicles across 2 generations · adviser of record Heitman Capital Management LLC · 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
  • 5 filing events with values and deltas, latest 2025-02-03, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Adviser of Record (Form ADV)

Heitman Capital Management LLC

CRD 105480 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a hedge 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 2025-02-03: 2 related persons added and 0 removed against the filing of 2024-01-03; 10 now listed. The names are in the Terminal feed.

David Maki

Executive Officer · Chicago, IL

Gregory Leadholm

Executive Officer · Chicago, IL

Maury Tognarelli

Executive Officer · Chicago, IL

Thomas McCarthy

Executive Officer · Chicago, IL

Lewis Ingall

Executive Officer · Chicago, IL

Lawrence Christensen

Executive Officer · Chicago, IL

Mary Ludgin

Executive Officer · Chicago, IL

Pete Fawcett

Executive Officer · Chicago, IL

Jeffrey Bingham

Executive Officer · Chicago, IL

Jonathan Lindell

Executive Officer · Chicago, IL

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.

Heitman Securities LLCCRD 1362 on BrokerCheck

Associated broker-dealer: None · Chicago, IL · Soliciting in CA, WI

Heitman International HK LimitedCRD 170550 on BrokerCheck

Associated broker-dealer: None · Central, K3 and outside the United States

Heitman U.K. Limited

Associated broker-dealer: None · London, X0 and outside the United States

Heitman International Real Estate Securities Pty LimitedCRD 154476 on BrokerCheck

Associated broker-dealer: None · Melbourne, C3 and outside the United States

Questions About Heitman Real Estate Debt Partners III, 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 Heitman Real Estate Debt Partners III, L.P.?

Heitman Real Estate Debt Partners III, L.P. is a Delaware limited partnership that filed a Form D with the SEC on February 3, 2025 as a other investment fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7) for an offering of pooled investment fund interests. AltStreet links the issuer to Heitman Real Estate Debt Partners III, L.P..

Is Heitman Real Estate Debt Partners III, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Heitman Real Estate Debt Partners III, L.P. filed a Form D with the SEC on February 3, 2025 claiming Rule 506(b), Section 3(c), Section 3(c)(1), 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 $806,000,000 sold to 13 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Heitman Real Estate Debt Partners III, L.P., which AltStreet has reviewed. 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 Heitman Real Estate Debt Partners III, 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 Heitman Real Estate Debt Partners III, L.P. claimed Rule 506(b), Section 3(c), Section 3(c)(1), 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 Heitman Real Estate Debt Partners III, L.P. raised?

Heitman Real Estate Debt Partners III, L.P. reported $806,000,000 sold from 13 investors of a $1,000,000,000 total offering as of the Form D filed February 3, 2025.

Who can invest in Heitman Real Estate Debt Partners III, 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. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $1,000,000.

What is the minimum investment in Heitman Real Estate Debt Partners III, L.P.?

The Form D lists $1,000,000 as the minimum investment accepted from any outside investor as of February 3, 2025. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Heitman Real Estate Debt Partners III, L.P. and how are they paid?

The Form D names Heitman Securities LLC (CRD 1362), associated with None; Heitman International HK Limited (CRD 170550), associated with None; Heitman U.K. Limited, associated with None; Heitman International Real Estate Securities Pty Limited (CRD 154476), associated with None as recipients of sales compensation soliciting in CA, WI. Sales commissions are reported as $100,000 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Heitman Real Estate Debt Partners III, L.P.?

The Form D lists 10 related persons: David Maki, executive officer (Senior Managing Director of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Gregory S. Leadholm, executive officer (Senior Managing Director of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Maury R. Tognarelli, executive officer (President of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Thomas D. McCarthy, executive officer (Executive Vice President and Secretary of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Lewis R. Ingall, executive officer (Executive Vice President of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Lawrence J. Christensen, executive officer (Chief Financial Officer, Treasurer and Assistant Secretary of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Mary K. Ludgin, executive officer (Senior Advisor of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer); Pete K. Fawcett, executive officer (Executive Vice President of Heitman Real Estate Debt Partners III, LLC, the GP of the Issuer), and 2 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Heitman Real Estate Debt Partners III, L.P. located?

The issuer's address on its SEC filings is 110 North Wacker Drive, Suite 4000, Chicago, IL 60606. Its phone number of record is 312-855-5700. It is organized under the laws of Delaware.

How long is the Heitman Real Estate Debt Partners III, L.P. 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; 1 amendment is on record for this CIK.

How large is Heitman Real Estate Debt Partners III, L.P.?

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.