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: Estimated average burden hours per response: 1. Issuer's Identity CIK (Filer ID Number) Previous Names None Entity Type SPECIAL ASSETS OVERLOOK L P Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) Name of Issuer OVERLOOK PARTNERS FUND L P Jurisdiction of Incorporation/Organization CAYMAN ISLANDS 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 OVERLOOK PARTNERS FUND L P Street Address 1 Street Address 2 C/O OVERLOOK INVESTMENTS LIMITED 22/F RUTTONJEE HOUSE, 11 DUDDELL STREET City State/Province/Country ZIP/PostalCode Phone Number of Issuer HONG KONG HONG KONG 3. Related Persons Last Name First Name Middle Name Overlook Investments, L.P. N/A Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): General Partner of the Issuer Last Name First Name Middle Name Overlook Investments (BVI) Limited N/A Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): General Partner of the General Partner of the Issuer Last Name First Name Middle Name Lawrence, Jr. Richard Hurd Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): Officer/Director of Overlook Investments (BVI) Limited, General Partner of the General Partner of the Issuer Last Name First Name Middle Name Lawrence Dee McLeod Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary): Director of Overlook Investments (BVI) Limited, General Partner of the General Partner of the Issuer Last Name First Name Middle Name Lonergan Michael John Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary): Director of Overlook Investments (BVI) Limited, General Partner of the General Partner of the Issuer Last Name First Name Middle Name Squire James St. John Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): Officer of Overlook Investments (BVI) Limited, General Partner of the General Partner of the Issuer Last Name First Name Middle Name Foong Leon Ie Street Address 1 Street Address 2 c/o Overlook Investments Limited 22/F Ruttonjee House, 11 Duddell Street City State/Province/Country ZIP/PostalCode Hong Kong HONG KONG Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): 4.