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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0001875483 |
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Name of Issuer | |||||||||||||||
Cross Ocean USD ESS Fund IV Closed L.P. | |||||||||||||||
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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Cross Ocean USD ESS Fund IV Closed L.P. | |||
Street Address 1 | Street Address 2 | ||
c/o Azimuth Governance Ltd, PO BOX 490 | 2ND FL,WINDWARD III, REGATTA OFFICE PARK | ||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
GRAND CAYMAN | CAYMAN ISLANDS | KY1-1106 | 44-207-653-6200 |
3. Related Persons
Last Name | First Name | Middle Name |
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Bennett | Gregory | |
Street Address 1 | Street Address 2 | |
c/o Azimuth Governance Ltd., PO Box 490 | 2nd Fl,Windward III, Regatta Office Park | |
City | State/Province/Country | ZIP/PostalCode |
Grand Cayman | CAYMAN ISLANDS | KY1-1106 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Gregory Bennett is a director of the Manager and the General Partner of the IssuerLast Name | First Name | Middle Name |
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Ellison | Richard | |
Street Address 1 | Street Address 2 | |
c/o Azimuth Governance Ltd., PO Box 490 | 2nd Fl,Windward III, Regatta Office Park | |
City | State/Province/Country | ZIP/PostalCode |
Grand Cayman | CAYMAN ISLANDS | KY1-1106 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Richard Ellison is a director of the Manager and the General Partner of the IssuerLast Name | First Name | Middle Name |
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Day | Nathan | |
Street Address 1 | Street Address 2 | |
c/o Azimuth Governance Ltd., PO Box 490 | 2nd Fl,Windward III, Regatta Office Park | |
City | State/Province/Country | ZIP/PostalCode |
Grand Cayman | CAYMAN ISLANDS | KY1-1106 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Nathan Day is a director of the Manager and the General Partner of the IssuerLast Name | First Name | Middle Name |
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Aitken | Andrew | Jonathan |
Street Address 1 | Street Address 2 | |
11 Charles II Street | ||
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | SW1Y 4QU |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Andrew Aitken is an executive officer of the Adviser of the Issuer.Last Name | First Name | Middle Name |
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Heanly | Steven | Warburton |
Street Address 1 | Street Address 2 | |
11 Charles II Street | ||
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | SW1Y 4QU |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Steven Heanly is an executive officer of the Adviser of the Issuer.Last Name | First Name | Middle Name |
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Zander | Christopher | Steven |
Street Address 1 | Street Address 2 | |
11 Charles II Street | ||
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | SW1Y 4QU |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Christopher Zander is an executive officer of the Adviser of the Issuer.Last Name | First Name | Middle Name |
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Beeston | Guy | |
Street Address 1 | Street Address 2 | |
11 Charles II Street | ||
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | SW1Y 4QU |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
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 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
X | 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 | 2021-07-14 | 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)
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? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $5,000,000 | USD |
12. Sales Compensation
Recipient |
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Street Address 1 | Street Address 2 | ||||||
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City | State/Province/Country | ZIP/Postal Code | |||||
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13. Offering and Sales Amounts
Total Offering Amount | USD |
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Total Amount Sold | $55,220,000 | USD | ||||
Total Remaining to be Sold | USD |
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Clarification of Response (if Necessary):
The Issuer is one of several feeder fund into Cross Ocean ESS Master Fund IV L.P., a master fund with a total offering amount of $1.5 billion in the aggregate across all of its feeder funds.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 | $0 | USD |
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Clarification of Response (if Necessary):
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 |
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Clarification of Response (if Necessary):
The Manager is entitled to receive a management fee, the terms of which are more fully described in the Issuer's offering materials.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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Cross Ocean USD ESS Fund IV Closed L.P. | /s/ Gregory Bennett | Gregory Bennett | Director of the General Partner | 2023-05-17 |
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.