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Primary Source · SEC.gov

Pathfinder III EE Co-Invest Offshore B LP

Co-Investment Vehicle2026 vintage506(b), 3(c)
Latest signalNew Form D filerForm D · 2026-10-13Last filing 2026-10-13

Raised

$11M

Investors

16

Min Invest

None stated

AltStreet Analysis

·

Generated from EDGAR primary sources

Pathfinder III EE Co-Invest Offshore B LP is a Delaware-organized pooled investment fund vehicle that filed a Form D reporting $11.0M raised from 16 investors under combined 506(b) and Section 3(c) exemptions. The fund is managed by APF Management III GP LLC, with Matthew Jill listed as an executive officer; minimum investment and first sale date are not disclosed on the filing. No parent platform or related entities have been matched in available records.

This is a private co-investment vehicle within the alternative investment space, using the standard 506(b)/3(c) exemption pairing common to institutional pooled funds restricted to accredited and qualified purchasers. With an $11.0M raise across 16 investors (average check size roughly $687K), it sits toward the smaller end of co-investment vehicles, and no minimum investment tier is disclosed on the public filing.

Data Flags

First Sale DateFirst sale date is not disclosed even though $11.0M has already been sold to 16 investors; for a raise under the $100M institutional threshold, omission of this field is less typical than for large funds and is worth noting.
ExemptionFiling cites both 506(b) and 3(c), combining a Securities Act exemption with an Investment Company Act exclusion — a standard structural pairing for private pooled investment funds rather than a securities-law irregularity.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002155830
Entity NamePathfinder III EE Co-Invest Offshore B 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 Organized2026
Issuer AddressC/O Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067
Phone(310) 201-4152
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 DateOctober 13, 2026
Accession Number0002155830-26-000001
Total Offering AmountIndefinite
Total Amount Sold$11,000,000
Total Investors16
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)CA
Amendment CountOriginal filing only
Signed ByMatthew Jill, VP of the Sole Member of the GP of the Issuer

Filings on Record

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

DOctober 13, 2026

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

Pathfinder EE Co Invest4 vehicles · 1 generation · since 2026 · $176.1M sold across the family

This issuer is in Fund III

VehicleRoleFirst filedStatusSoldInvestors
Fund III · first filed 2026-10-09 · 4 vehicles · $176.1M sold · 160 investors
Pathfinder III EE Co-Invest Offshore B LPthis issuerb, offshore2026-10-13raising$11.0M16
Pathfinder III EE Co-Invest LP2026-10-09raising$105.1Mcombined56
Pathfinder III EE Co-Invest A LPa2026-10-09raising$41.3M77
Pathfinder III EE Co-Invest Offshore LPoffshore2026-10-09raising$18.6Mcombined11

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

1

latest Oct 13, 2026

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event New filer · Oct 13, 2026

SEC.gov
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Investor

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  • 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.

n/a APF Management III GP LLC

Executive Officer · LOS ANGELES, CA

Matthew Jill

Executive Officer · New York, NY

Questions About Pathfinder III EE Co-Invest Offshore B LP

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

What is Pathfinder III EE Co-Invest Offshore B LP?

Pathfinder III EE Co-Invest Offshore B LP is a Delaware limited partnership organized in 2026 that filed a Form D with the SEC on October 13, 2026 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 Pathfinder III EE Co-Invest Offshore B LP legit?

AltStreet does not rate legitimacy; it reports the public record. Pathfinder III EE Co-Invest Offshore B LP filed a Form D with the SEC on October 13, 2026 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 $11,000,000 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 Pathfinder III EE Co-Invest Offshore B 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 Pathfinder III EE Co-Invest Offshore B 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 Pathfinder III EE Co-Invest Offshore B LP raised?

Pathfinder III EE Co-Invest Offshore B LP reported $11,000,000 sold from 16 investors in an offering of indefinite size as of the Form D filed October 13, 2026.

Who can invest in Pathfinder III EE Co-Invest Offshore B 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 Pathfinder III EE Co-Invest Offshore B 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 Pathfinder III EE Co-Invest Offshore B 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 Pathfinder III EE Co-Invest Offshore B LP?

The Form D lists 2 related persons: APF Management III GP LLC, executive officer (The general partner of the Issuer); Matthew Jill, executive officer (The vice president of the sole member of the general partner of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Pathfinder III EE Co-Invest Offshore B LP located?

The issuer's address on its SEC filings is C/O Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067. Its phone number of record is 310-201-4152. It is organized under the laws of Delaware.

How long is the Pathfinder III EE Co-Invest Offshore B 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 Pathfinder III EE Co-Invest Offshore B 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.