Oak Hill Capital Partners VI D/A $5.00 bn in investment fund / equity, sold $610.33 mm, 72 investors

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

0001897521

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Oak Hill Capital Partners VI (Offshore), L.P.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Oak Hill Capital Partners VI (Offshore), L.P.
Street Address 1		Street Address 2
ONE STAMFORD PLAZA, 263 TRESSER BLVD		15TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
STAMFORD	CONNECTICUT	06901	203-328-1600

3. Related Persons

Last Name	First Name	Middle Name
Wolfram	Tyler
Street Address 1	Street Address 2
2775 Sand Hill Road	Suite 220
City	State/Province/Country	ZIP/PostalCode
Menlo Park	CALIFORNIA	94025

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Vice President and Member of the Ultimate GP of the Issuer

Last Name	First Name	Middle Name
Cherry	Brian	N.
Street Address 1	Street Address 2
65 East 55th Street	32nd Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10022

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Vice President and Member of the Ultimate GP of the Issuer

Last Name	First Name	Middle Name
Puccinelli	Steven	G.
Street Address 1	Street Address 2
65 East 55th Street	32nd Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10022

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Vice President and Member of the Ultimate GP of the Issuer

Last Name	First Name	Middle Name
Monsky	John	R.
Street Address 1	Street Address 2
65 East 55th Street	32nd Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10022

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Assistant Secretary of the Ultimate GP of the Issuer

Last Name	First Name	Middle Name
Taylor	Christopher	M.
Street Address 1	Street Address 2
One Stamford Plaza, 263 Tresser Blvd	15th Floor
City	State/Province/Country	ZIP/PostalCode
Stamford	CONNECTICUT	06901

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Assistant Treasurer of the Ultimate GP of the Issuer

Last Name	First Name	Middle Name
Kahn	Allan	I.
Street Address 1	Street Address 2
65 East 55th Street	32nd Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10022

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Assistant Secretary of the Ultimate GP of the Issuer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
X	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
X	Decline to Disclose			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	2021-12-10	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 $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Aviditi Financial, LLC	309026
Street Address 1	Street Address 2
8117 PRESTON ROAD, SUITE 450
City	State/Province/Country	ZIP/Postal Code
DALLAS	TEXAS	75225
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Fund Placement Israel Ltd.	None
Street Address 1	Street Address 2
RAMANO 35
City	State/Province/Country	ZIP/Postal Code
TEL AVIV - JAFFA	ISRAEL	6900052
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
MPW Capital Advisors Limited	None
Street Address 1	Street Address 2
AL SILA TOWER, 24TH FLOOR	ADGM SQUARE, AL MARYAH ISLAND
City	State/Province/Country	ZIP/Postal Code
ABU DHABI	UNITED ARAB EMIRATES	128666
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Neuberger Berman East Asia Limited	None
Street Address 1	Street Address 2
1-5-1 MARUNOUCHI, CHIYODA-KU
City	State/Province/Country	ZIP/Postal Code
TOKYO	JAPAN	100-6512
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Roam Capital Partners, LLC	None
Street Address 1	Street Address 2
501 BRICKELL KEY DRIVE, SUITE 501
City	State/Province/Country	ZIP/Postal Code
MIAMI	FLORIDA	33131
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
UBS Securities LLC	7654
Street Address 1	Street Address 2
1285 AVENUE OF THE AMERICAS
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Morgan Securities LLC	79
Street Address 1	Street Address 2
383 MADISON AVENUE
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10179
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
PAS Advisory Services Pty Ltd ABN 87 151 686 421 trading as Principle Advisory Services	None
Street Address 1	Street Address 2
LEVEL 2, 175 MACQUARIE STREET
City	State/Province/Country	ZIP/Postal Code
SYDNEY, NSW	AUSTRALIA	2000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Stifel, Nicolaus & Company	793
Street Address 1	Street Address 2
501 NORTH BROADWAY
City	State/Province/Country	ZIP/Postal Code
ST. LOUIS	MISSOURI	63102
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Reach Capital	None
Street Address 1	Street Address 2
29 RUE DE MARIGNAN
City	State/Province/Country	ZIP/Postal Code
PARIS	FRANCE	75008
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Further Capital Partners Ltd.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
8 WELLINGTON STREET EAST	4TH FLOOR
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	M5E 1C
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
William Blair & Company LLC	1252
Street Address 1	Street Address 2
150 N. RIVERSIDE PLAZA
City	State/Province/Country	ZIP/Postal Code
CHICAGO	ILLINOIS	60606
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	$5,000,000,000	USD	or Indefinite
Total Amount Sold	$610,334,088	USD
Total Remaining to be Sold	$4,389,665,912	USD	or Indefinite

Clarification of Response (if Necessary):

The Total Offering Amount is for the Issuer and its parallel vehicles. Total Amount Sold is for the Issuer only. Total Amount Sold for the Issuer and its parallel funds is $3,182,566,883.

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:

72

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	$20,000,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The amount of the sales commissions is estimated for the Issuer and its parallel vehicles assuming the full Total Offering Amount is sold.

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

Estimate

Clarification of Response (if Necessary):

Customary management fees will be paid to Oak Hill Capital Management, LLC, an entity ultimately controlled by certainindividuals listed in Item 3 above.

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
Oak Hill Capital Partners VI (Offshore), L.P.	/s/ Allan I. Kahn	Allan I. Kahn	Assistant Secretary of the Ultimate GP of the Issuer	2023-12-28

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.