EDGAR Verified
Primary Source · SEC.gov

Primary Wave Music F4 Feeder, LP

Feeder Fund2025 vintage506(b), 3(c)
Latest signalFirst saleForm D/A · 2025-05-305 events: 1 first sale, 1 sold increased, 1 investors increasedLast filing 2025-05-30

Raised

$1.2B

Investors

35

Min Invest

None stated

AltStreet Analysis

·

Generated from EDGAR primary sources

Primary Wave Music F4 Feeder, LP is a Delaware limited partnership that has raised $1,228.4M from 35 investors under Rule 506(b) and Section 3(c) exemptions. This is an amended filing for a pooled investment fund focused on digital IP royalties, managed by executives Lawrence Mestel, William Cisneros, Ramon Villa, and Jane Reisman. Minimum investment was not disclosed on the filing.

This digital IP royalties fund follows the standard 506(b) private placement pattern typical for music catalog and intellectual property royalty vehicles. The $35M average investor commitment suggests an institutional or high-net-worth investor base, consistent with the specialized asset class and pooled fund structure.

Data Flags

generalVery large raise ($1.2B+) from only 35 investors results in ~$35M average commitment per investor, indicating highly concentrated institutional capital base
related_personsAll four related persons listed as Executive Officers with no Board Members or Promoters disclosed

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002025244
Entity NamePrimary Wave Music F4 Feeder, 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
Issuer Address116 East 16th Street, 9th Floor, New York, NY 10003
Phone(212) 584-8055
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateMay 30, 2025
Accession Number0002025244-25-000002
Total Offering AmountIndefinite
Total Amount Sold$1,228,363,150
Amount Sold NoteCombined figure across related vehicles: Total amount sold reflects aggregate proceeds of the Primary Wave Music IP Fund 4, LP offering. Primary Wave Music F4 Feeder, LP represents $223,900,000 of such aggregate proceeds.
Total Investors35
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0 (to Morgan Stanley Smith Barney LLC)
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
Amendment Count1 amendments filed

Filings on Record

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

Capital Raise Timeline

2 Form D filings from May 31, 2024 to May 30, 2025, the latest a D/A.

Checking access…

Fund Family

Every vehicle in this manager's series as it appears on EDGAR, newest generation first. Sold-to-date and investor counts are each vehicle's latest Form D.

Fund family

Primary Wave Music2 vehicles · 1 generation · since 2024 · $2.62B sold across the family

This issuer is in Fund IV

VehicleRoleFirst filedStatusSoldInvestors
Fund IV · first filed 2024-05-31 · 2 vehicles · $2.62B sold · 40 investors
Primary Wave Music F4 Feeder, LPthis issuerf, feeder2024-05-31lapsed$1.23Bcombined35
Primary Wave Music F4 Offshore Feeder, LPf, feeder, offshore2024-09-09raising$1.39Bcombined5

Grouped from Form D issuer names (generation, sleeve, jurisdiction and legal-form tokens removed); a name-only match, so abbreviated or renamed vehicles can be missed. Sold and investor figures are each vehicle's latest Form D; sleeves that report the same figure share one family-wide total and are counted once. Performance lines are what a public pension plan reports for its own interest in that fund, net, on the plan's cash flows and valuation date; they are not the general partner's figures.

In the Terminal

Filing events

5

latest May 30, 2025

Critical / warning

1 / 0

2 watch · 2 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

lapsed

Latest event First sale · May 30, 2025

SEC.gov
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Investor

  • 5 filing events with values and deltas, latest 2025-05-30, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

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

Lawrence Mestel

Executive Officer · New York, NY

WIlliam Cisneros

Executive Officer · New York, NY

Ramon Villa

Executive Officer · New York, NY

Jane Reisman

Executive Officer · New York, NY

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.

Morgan Stanley Smith Barney LLCCRD 149777 on BrokerCheck

Purchase, NY · Soliciting in all states

Questions About Primary Wave Music F4 Feeder, LP

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

What is Primary Wave Music F4 Feeder, LP?

Primary Wave Music F4 Feeder, LP is a Delaware limited partnership that filed a Form D with the SEC on May 30, 2025 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. AltStreet links the issuer to Primary Wave Music F4 Feeder, LP.

Is Primary Wave Music F4 Feeder, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Primary Wave Music F4 Feeder, LP filed a Form D with the SEC on May 30, 2025 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 $1,228,363,150 sold to 35 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Primary Wave Music F4 Feeder, LP, 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 Primary Wave Music F4 Feeder, 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 Primary Wave Music F4 Feeder, 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 Primary Wave Music F4 Feeder, LP raised?

Primary Wave Music F4 Feeder, LP reported $1,228,363,150 sold from 35 investors in an offering of indefinite size as of the Form D filed May 30, 2025. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone.

Who can invest in Primary Wave Music F4 Feeder, 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 Primary Wave Music F4 Feeder, 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 Primary Wave Music F4 Feeder, LP and how are they paid?

The Form D names Morgan Stanley Smith Barney LLC (CRD 149777) as the recipient of sales compensation soliciting in all states. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Primary Wave Music F4 Feeder, LP?

The Form D lists 4 related persons: Lawrence Mestel, executive officer; WIlliam Cisneros, executive officer; Ramon Villa, executive officer; Jane Reisman, executive officer. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Primary Wave Music F4 Feeder, LP located?

The issuer's address on its SEC filings is 116 East 16th Street, 9th Floor, New York, NY 10003. Its phone number of record is 212-584-8055. It is organized under the laws of Delaware.

How long is the Primary Wave Music F4 Feeder, 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; 1 amendment is on record for this CIK.

How large is Primary Wave Music F4 Feeder, LP?

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

Is this your offering?

Claim this profile to add contact information, team members, LinkedIn profiles, fund history, and additional financial data. EDGAR-sourced data and AltStreet analysis cannot be edited, but corrections can be requested for verifiable inaccuracies.

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.