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Strategos Partners D/AIndefinite amount in investment fund / equity, sold $170.42M, 153 investors

Filed: 23 Sep 21, 5:26pm
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    SEC
    • D/A Exempt offering of security
    Associated filings
    • 20 Sep 22 D/A Indefinite amount in investment fund / equity, sold $181.19M, 166 investors
    • 23 Sep 21 D/A Indefinite amount in investment fund / equity, sold $170.42M, 153 investors
    • 24 Sep 20 D/A Indefinite amount in investment fund / equity, sold $150.4M, 130 investors
    • 30 Sep 19 D/A Indefinite amount in investment fund / equity, sold $124.95M, 115 investors
    • 2 Oct 18 D/A Indefinite amount in investment fund / equity, sold $119.75M, 106 investors
    • 10 Oct 17 D/A Indefinite amount in investment fund / equity, sold $119.25M, 106 investors
    • 11 Oct 16 D/A Indefinite amount in investment fund / equity, sold $113.03M, 105 investors
    • 14 Oct 15 D/A Indefinite amount in investment fund, sold $108.71M, 100 investors
    • 17 Oct 14 D/A Indefinite amount in investment fund, sold $107.69M, 100 investors
    • 18 Oct 13 D/A Indefinite amount in investment fund, sold $93.45M, 88 investors
    • 19 Oct 12 D/A Indefinite amount in investment fund, sold $80.39M, 82 investors
    • 21 Oct 11 D/A Indefinite amount in investment fund, sold $74.27M, 75 investors
    • 22 Oct 10 D/A Indefinite amount in investment fund, sold $43.22M, 56 investors
    • 8 Sep 09 D/A Indefinite amount in investment fund, sold $1M, 1 investor
    • 1 Jul 09 D Exempt offering of security
    Strategos Partners similar filings
    • 23 Sep 21 Indefinite amount in investment fund / equity, sold $170.42M, 153 investors
    • 1 Jul 09 Exempt offering of security
    Filing view
    Share this filing

    The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
    The reader should not assume that the information is accurate and complete.

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM D

    Notice of Exempt Offering of Securities

    OMB APPROVAL
    OMB Number: 3235-0076
    Estimated average burden
    hours per response: 4.00

    1. Issuer's Identity

    CIK (Filer ID Number) Previous Names
    X None
    Entity Type
    0001456761
    Corporation
    Limited Partnership
    X Limited Liability Company
    General Partnership
    Business Trust
    Other (Specify)

    Name of Issuer
    STRATEGOS PARTNERS LLC
    Jurisdiction of Incorporation/Organization
    DELAWARE
    Year of Incorporation/Organization
    X Over Five Years Ago
    Within Last Five Years (Specify Year)
    Yet to Be Formed

    2. Principal Place of Business and Contact Information

    Name of Issuer
    STRATEGOS PARTNERS LLC
    Street Address 1 Street Address 2
    ARCHON CAPITAL MANAGEMENT LLC 1100 19TH AVENUE EAST
    City State/Province/Country ZIP/PostalCode Phone Number of Issuer
    SEATTLE WASHINGTON 98112 206-436-3600

    3. Related Persons

    Last Name First Name Middle Name
    Archon Capital Management LLC -- --
    Street Address 1 Street Address 2
    1100 19th Avenue East
    City State/Province/Country ZIP/PostalCode
    Seattle WASHINGTON 98112
    Relationship: X Executive Officer Director Promoter

    Clarification of Response (if Necessary):

    Sole Managing Member and Investment Manager

    4. Industry Group

    Agriculture
    Banking & Financial Services
    Commercial Banking
    Insurance
    Investing
    Investment Banking
    X Pooled Investment Fund
    X Hedge Fund
    Private Equity Fund
    Venture Capital Fund
    Other Investment Fund
    Is the issuer registered as
    an investment company under
    the Investment Company
    Act of 1940?
    Yes X No
    Other Banking & Financial Services
    Business Services
    Energy
    Coal Mining
    Electric Utilities
    Energy Conservation
    Environmental Services
    Oil & Gas
    Other Energy
    Health Care
    Biotechnology
    Health Insurance
    Hospitals & Physicians
    Pharmaceuticals
    Other Health Care
    Manufacturing
    Real Estate
    Commercial
    Construction
    REITS & Finance
    Residential
    Other Real Estate
    Retailing
    Restaurants
    Technology
    Computers
    Telecommunications
    Other Technology
    Travel
    Airlines & Airports
    Lodging & Conventions
    Tourism & Travel Services
    Other Travel
    Other

    5. Issuer Size

    Revenue Range OR Aggregate Net Asset Value Range
    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 $50,000,001 - $100,000,000
    Over $100,000,000 Over $100,000,000
    Decline to Disclose X Decline to Disclose
    Not Applicable Not Applicable

    6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

    Rule 504(b)(1) (not (i), (ii) or (iii))
    Rule 504 (b)(1)(i)
    Rule 504 (b)(1)(ii)
    Rule 504 (b)(1)(iii)
    X Rule 506(b)
    Rule 506(c)
    Securities Act Section 4(a)(5)
    X Investment Company Act Section 3(c)
    Section 3(c)(1) Section 3(c)(9)
    Section 3(c)(2) Section 3(c)(10)
    Section 3(c)(3) Section 3(c)(11)
    Section 3(c)(4) Section 3(c)(12)
    Section 3(c)(5) Section 3(c)(13)
    Section 3(c)(6) Section 3(c)(14)
    X Section 3(c)(7)

    7. Type of Filing

    New Notice Date of First Sale 2009-03-01 First Sale Yet to Occur
    X Amendment

    8. Duration of Offering

    Does the Issuer intend this offering to last more than one year?
    X Yes No

    9. Type(s) of Securities Offered (select all that apply)

    X 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 Other (describe)

    10. Business Combination Transaction

    Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
    Yes X No

    Clarification of Response (if Necessary):

    11. Minimum Investment

    Minimum investment accepted from any outside investor $0 USD

    12. Sales Compensation

    Recipient
    Recipient CRD Number None
    INTE Securities LLC 47107
    (Associated) Broker or Dealer X None
    (Associated) Broker or Dealer CRD Number X None
    None None
    Street Address 1 Street Address 2
    7000 W. PALMETTO PARK ROAD SUITE 503
    City State/Province/Country ZIP/Postal Code
    BOCA RATON FLORIDA 33433
    State(s) of Solicitation (select all that apply)
    Check “All States” or check individual States
    X All States
    Foreign/non-US

    13. Offering and Sales Amounts

    Total Offering Amount USD
    or X Indefinite
    Total Amount Sold $170,415,100 USD
    Total Remaining to be Sold USD
    or X Indefinite

    Clarification of Response (if Necessary):

    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:
    153

    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 $23,881 USD
    X Estimate
    Finders' Fees $0 USD
    X Estimate

    Clarification of Response (if Necessary):

    The recipients listed in Item 12 are paid an amount equal to a percentage of the management fee paid to the Investment Manager (or its affiliate) attributable to certain assets under management and/or the incentive allocation.

    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.

    $0 USD
    X Estimate

    Clarification of Response (if Necessary):

    The Investment Manager receives customary management fees.

    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:
    • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
    • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
    • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

    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
    STRATEGOS PARTNERS LLC /s/ Constantinos Christofilis Constantinos Christofilis Managing Member of the Managing Member 2021-09-23

    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.


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