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 NamesX None Entity TypeCorporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) Name of IssuerDARLINGTON PARTNERS L P Jurisdiction of Incorporation/OrganizationDELAWARE Year of Incorporation/OrganizationX Over Five Years Ago Within Last Five Years (Specify Year) Yet to Be Formed 2. Principal Place of Business and Contact Information Name of IssuerDARLINGTON PARTNERS L P Street Address 1Street Address 2300 DRAKES LANDING ROAD, SUITE 250 CityState/Province/CountryZIP/PostalCodePhone Number of IssuerGREENBRAE CALIFORNIA 3. Related Persons Last NameFirst NameMiddle NameFairview Capital Investment Management, LLC N/A Street Address 1Street Address 2300 Drakes Landing Road, Suite 250 CityState/Province/CountryZIP/PostalCodeGreenbrae CALIFORNIA Relationship:X Executive Officer Director Promoter Clarification of Response (if Necessary): General PartnerLast NameFirst NameMiddle NameFairview Capital N/A Street Address 1Street Address 2300 Drakes Landing Road, Suite 250 CityState/Province/CountryZIP/PostalCodeGreenbrae CALIFORNIA Relationship:X Executive Officer Director Promoter Clarification of Response (if Necessary): Manager of Fairview Capital Investment Management, LLC, General PartnerLast NameFirst NameMiddle NameMathieson Andrew Street Address 1Street Address 2300 Drakes Landing Road, Suite 250 CityState/Province/CountryZIP/PostalCodeGreenbrae CALIFORNIA Relationship:X Executive Officer Director Promoter Clarification of Response (if Necessary): President of Fairview Capital, the Manager of Fairview Capital Investment Management, LLC, the General PartnerLast NameFirst NameMiddle NameClark Scott Street Address 1Street Address 2300 Drakes Landing Road, Suite 250 CityState/Province/CountryZIP/PostalCodeGreenbrae CALIFORNIA Relationship:X Executive Officer Director Promoter Clarification of Response (if Necessary): Managing Partner4. Industry Group Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund 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 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 RangeORAggregate Net Asset Value RangeNo Revenues No Aggregate Net Asset Value Over $100,000,000 Decline to Disclose Decline to Disclose 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) Rule 506(b) Rule 506(c) Securities Act Section 4(a)(5) 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) Section 3(c)(7) 7. Type of Filing New Notice Date of First Sale First Sale Yet to Occur Amendment 8.