EDGAR Verified
Primary Source · SEC.gov
1 Data Flags

Primary Wave Music F4 Offshore Feeder, LP

Feeder Fund2025 vintage506(b), 3(c)
Latest signalFirst saleForm D/A · 2025-09-095 events: 1 first sale, 1 sold increased, 1 investors increasedLast filing 2025-09-09

Raised

$1.4B

Investors

5

Min Invest

None stated

AltStreet Analysis

·

Generated from EDGAR primary sources

Primary Wave Music F4 Offshore Feeder, LP is a Cayman Islands-domiciled feeder fund operating in the digital IP royalties sector. This amended Form D filing reports $1.39 billion raised from 5 investors under Rule 506(b) and Section 3(c) exemptions. The entity is managed by a team including Lawrence Mestel, William Cisneros, Ramon Villa, and Jane Reisman.

This digital IP royalties vehicle represents the upper end of music rights investment funds, with nearly $1.4 billion in capital concentrated among 5 investors (approximately $279 million average commitment per investor). The 506(b) exemption is typical for institutional pooled vehicles in the music catalog and royalty stream sector, which has seen significant institutional capital inflows over the past decade.

Data Flags

generalOffshore domicile (Cayman Islands) filing Form D indicates cross-border investment structure, typical for attracting non-U.S. institutional investors in music royalty funds
investor_concentration5 investors contributing $1.39 billion represents exceptionally large average commitment of ~$279M per investor, suggesting anchor institutional investors or single closing
first_sale_dateFiling date (2025-09-09) is in the future relative to current date, likely a data entry error in the source filing

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002036153
Entity NamePrimary Wave Music F4 Offshore 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 OrganizationCayman Islands
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 DateSeptember 9, 2025
Accession Number0002036153-25-000003
Total Offering AmountIndefinite
Total Amount Sold$1,393,655,900
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 Offshore Feeder, LP represents $118,600,000 of such aggregate proceeds.
Total Investors5
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
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 Sep 9, 2024 to Sep 9, 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 Offshore Feeder, LPthis issuerf, feeder, offshore2024-09-09raising$1.39Bcombined5
Primary Wave Music F4 Feeder, LPf, feeder2024-05-31lapsed$1.23Bcombined35

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 Sep 9, 2025

Critical / warning

1 / 0

2 watch · 2 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event First sale · Sep 9, 2025

SEC.gov
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Investor

  • 5 filing events with values and deltas, latest 2025-09-09, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Regulatory Activity

Filing events on this entity detected by AltStreet's EDGAR monitoring.

Sep 2025Form D amendment
SEC.gov
Sep 2025Form D amendment
SEC.gov

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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

Questions About Primary Wave Music F4 Offshore 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 Offshore Feeder, LP?

Primary Wave Music F4 Offshore Feeder, LP is a Cayman Islands limited partnership that filed a Form D with the SEC on September 9, 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 Offshore Feeder, LP.

Is Primary Wave Music F4 Offshore Feeder, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Primary Wave Music F4 Offshore Feeder, LP filed a Form D with the SEC on September 9, 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 $1,393,655,900 sold to 5 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 Offshore 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 Offshore 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 Offshore 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 Offshore Feeder, LP raised?

Primary Wave Music F4 Offshore Feeder, LP reported $1,393,655,900 sold from 5 investors in an offering of indefinite size as of the Form D filed September 9, 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 Offshore 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 Offshore 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 Offshore Feeder, LP and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. 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 Offshore 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 Offshore 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 Cayman Islands.

How long is the Primary Wave Music F4 Offshore 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 Offshore Feeder, LP?

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

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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.