UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
IRONWOOD MULTI-STRATEGY FUND LLC
(Name of Subject Company (Issuer))
IRONWOOD MULTI-STRATEGY FUND LLC
(Name of Filing Person(s) (Issuer))
Units of Limited Liability Company Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Jonathan Gans
Chief Executive Officer and President
c/o Ironwood Capital Management Corporation
One Market Plaza, Steuart Tower, Suite 2500
San Francisco, California 94105
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Copy to:
James C. Munsell Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 | Alison J. Sanger Chief Operating Officer, Chief Compliance Officer Ironwood Capital Management Corporation One Market Plaza, Steuart Tower, Suite 2500 San Francisco, California 94105 |
August 25, 2011
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------------------
Transaction Valuation: $0 (a) Amount of Filing Fee: $ 0(b)
--------------------------------------------------------------------------------------------
| | (a) | Calculated as the aggregate maximum value of Units being purchased. |
| | (b) | Calculated at $116.10 per $1,000,000 of the Transaction Valuation. |
[ X ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $43.96
Form or Registration No.: 005-85874
Filing Party: Ironwood Multi-Strategy Fund LLC
Date Filed: August 25, 2011
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on August 25, 2011 by Ironwood Multi-Strategy Fund LLC (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase Units of Limited Liability Company Interest ("Units") in the Fund in an aggregate amount up to 10% of the Units of the Fund outstanding as of December 31, 2011 on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on August 25, 2011.
This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
1. Holders of Units in the Fund ("Members") that desired to tender an Interest, or a portion thereof, for purchase were required to submit their tenders by 12:00 midnight, Pacific Time, on September 27, 2011.
2. As of September 27, 2011, no Member tendered Units for purchase. Therefore, the transaction amount of this tender offer is $0.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
| | IRONWOOD MULTI-STRATEGY FUND LLC |
| By: | /s/ Jonathan Gans |
| | Name: Jonathan Gans |
| | Title: President, Chief Executive Officer |
| | IRONWOOD CAPITAL MANAGEMENT |
| | as investment adviser |
| By: | /s/ Jonathan Gans |
| | Name: Jonathan Gans |
| | Title: President, Chief Executive Officer |
