The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
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Entity Type | ||||||||||||
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0001292046 |
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Name of Issuer | |||||||||||||||
Nantucket Institutional Fund Cayman spc | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
CAYMAN ISLANDS | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Nantucket Institutional Fund Cayman spc | |||
Street Address 1 | Street Address 2 | ||
89 NEXUS WAY | CAMANA BAY | ||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
GRAND CAYMAN | CAYMAN ISLANDS | KY1-9009 | 345-815-1877 |
3. Related Persons
Last Name | First Name | Middle Name |
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Brophy | David | J |
Street Address 1 | Street Address 2 | |
University of Michigan Business School | 701 Tappan Street | |
City | State/Province/Country | ZIP/PostalCode |
Ann Arbor | MICHIGAN | 48109 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Independent DirectorLast Name | First Name | Middle Name |
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Goldsmith | William | K.M. |
Street Address 1 | Street Address 2 | |
40950 Woodward | Suite 307 | |
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Hills | MICHIGAN | 48304 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Manager of Nantucket Multi Managers, LLC and also Director of Nantucket Institutional Fund (Cayman) SPC.Last Name | First Name | Middle Name |
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Nantucket Multi Managers, LLC | Nantucket | |
Street Address 1 | Street Address 2 | |
40950 Woodward | Suite 307 | |
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Hills | MICHIGAN | 48304 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
Nantucket Multi Managers, LLC is Investment Manager of Nantucket Inst'l Fund (Cayman) SPCLast Name | First Name | Middle Name |
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Greenstone | Elizabeth | A. |
Street Address 1 | Street Address 2 | |
40950 Woodward | Suite 307 | |
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Hills | MICHIGAN | 48304 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Chief Compliance OfficerLast Name | First Name | Middle Name |
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Maniaci | Gina | Marie |
Street Address 1 | Street Address 2 | |
40950 Woodward | suite 307 | |
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Hills | MICHIGAN | 48304 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Chief Financial Office, Chief Operating Officer and Technology CoordinatorLast Name | First Name | Middle Name |
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Strzempek | Eric | M. |
Street Address 1 | Street Address 2 | |
40950 Woodward | Suite 307 | |
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Hills | MICHIGAN | 48304 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Managing DirectorLast Name | First Name | Middle Name |
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Malde | Paras | |
Street Address 1 | Street Address 2 | |
Suite 5B201, 2nd Floor | One Nexus Way / Camana Bay | |
City | State/Province/Country | ZIP/PostalCode |
Grand Cayman | CAYMAN ISLANDS | KY1-1103 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Paras Malde replaced Don Seymour as an Independent Director effective March 12, 2021.Last Name | First Name | Middle Name |
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DiMarco | Domenico | |
Street Address 1 | Street Address 2 | |
360 Yarmouth Road | ||
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Village | MICHIGAN | 48301-2743 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Domenico DiMarco became an Independent Director effective January 11, 2022.4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | X | $50,000,001 - $100,000,000 | ||
Over $100,000,000 | Over $100,000,000 | |||
Decline to Disclose | Decline to Disclose | |||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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7. Type of Filing
New Notice | Date of First Sale | 2004-05-03 | First Sale Yet to Occur | ||||||
X | Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
Equity | X | Pooled Investment Fund Interests | |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | X | Other (describe) | |
This is an offshore feeder fund within our master-feeder structure. |
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $100,000 | USD |
12. Sales Compensation
Recipient |
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The Enterprise Securities Company | 26598 | ||||||||||||||||||||||
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The Enterprise Securities Company | 26598 | ||||||||||||||||||||||
Street Address 1 | Street Address 2 | ||||||||||||||||||||||
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30301 Northwestern Highway | Suite 200 | ||||||||||||||||||||||
City | State/Province/Country | ZIP/Postal Code | |||||||||||||||||||||
Farmington Hills | MICHIGAN | 48334 | |||||||||||||||||||||
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Recipient |
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Auto Club Trust, FSB | None | ||||||||||||||
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Auto Club Trust, FSB | None | ||||||||||||||
Street Address 1 | Street Address 2 | ||||||||||||||
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1 Auto Club Drive | |||||||||||||||
City | State/Province/Country | ZIP/Postal Code | |||||||||||||
Dearborn | MICHIGAN | 48126 | |||||||||||||
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Recipient |
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LPL Financial LLC | 6413 | ||||||
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LPL Financial LLC | 6413 | ||||||
Street Address 1 | Street Address 2 | ||||||
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75 State Street | 24th Floor | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Boston | MASSACHUSETTS | 02109 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | $5,000,000,000 | USD |
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Total Amount Sold | $61,284,776 | USD | ||||
Total Remaining to be Sold | $4,938,715,224 | USD |
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Clarification of Response (if Necessary):
Total Amount Sold is estimated NAV of Nantucket Instl Fund Cayman SPC at 12/31/2022. The 12/31/2022 estimated NAV is based on estimated/preliminary capital account balances. The 12/31/2022 # of investors considers 12/31/22 redeemers (payable in Jan 2023).14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |||
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $0 | USD |
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Finders' Fees | $1,335 | USD |
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Clarification of Response (if Necessary):
Manager shares in its management/incentive fees with selling/referring party. $ noted in Finders' Fees represent estimate of calendar year 2022 fees paid out to applicable selling parties. Fee sharing does not negatively impact fund performance.16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$35,250 | USD |
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Clarification of Response (if Necessary):
The Fund pays $11,750 to each of the 3 outside directors per annum.Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Nantucket Institutional Fund Cayman spc | Elizabeth Greenstone | Elizabeth Greenstone | Chief Compliance Officer | 2023-02-22 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.