← Falfurrias Management Partners Lp
Form ADV (full filing)
as of Mar 31, 2026
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FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: FALFURRIAS MANAGEMENT PARTNERS LP CRD Number: 163076
Annual Amendment - All Sections Rev. 10/2021
3/31/2026 5:18:40 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the
information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
FALFURRIAS MANAGEMENT PARTNERS LP
B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A.
FALFURRIAS MANAGEMENT PARTNERS LP
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box
If you check this box, complete a Schedule R for each relying adviser.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the
name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-100500
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 163076
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
(2) If you have additional CRD Numbers, your additional CRD numbers:
No Information Filed
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your
most recently completed fiscal year.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
(5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of
the end of your most recently completed fiscal year?
0
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and
LinkedIn)?
If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.
If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing
addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly
available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the
addresses of employee accounts on publicly available social media platforms.
J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered
under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS
Employer Identification Number (if any):
Name:
IRS Employer Identification Number:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name: Titles:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If "yes," complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If "yes," complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
$10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using
the total assets shown on the balance sheet for your most recent fiscal year end.
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
SECTION 1.B. Other Business Names
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business
name.
Name: FALFURRIAS EQUITY PARTNERS II LLC (RELYING ADVISER)
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR Other:
ID MT RI
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business
name.
Name: FALFURRIAS EQUITY PARTNERS III LLC (RELYING ADVISER)
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR Other:
ID MT RI
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business
name.
Name: FALFURRIAS EQUITY PARTNERS IV LLC (RELYING ADVISER)
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR Other:
ID MT RI
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business
name.
Name: FALFURRIAS EQUITY PARTNERS V LLC (RELYING ADVISOR)
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR Other:
ID MT RI
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business
name.
Name: FALFURRIAS GROWTH PARTNERS GP I LLC (RELYING ADVISOR)
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR Other:
ID MT RI
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business
name.
Name: FALFURRIAS EQUITY PARTNERS VI LLC (RELYING ADVISER)
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR Other:
ID MT RI
SECTION 1.F. Other Offices
No Information Filed
SECTION 1.I. Website Addresses
List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not
limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available
social media platform.
Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.FALFURRIAS.COM
Address of Website/Account on Publicly Available Social Media Platform: https://www.linkedin.com/company/falfurrias
SECTION 1.L. Location of Books and Records
No Information Filed
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
No Information Filed
Item 2 SEC Registration/Reporting
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for
SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2
should be provided for the filing adviser only.
A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an
annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2
provides information to help you determine whether you may affirmatively respond to each of these items.
You (the adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place
of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;
(6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the
Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under
management;
(7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption
in rule 203A-2(a);
(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
If you check this box, complete Section 2.A.(8) of Schedule D.
(9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, complete Section 2.A.(9) of Schedule D.
(10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If you check this box, complete Section 2.A.(10) of Schedule D.
(11) are an Internet adviser relying on rule 203A-2(e);
If you check this box, complete Section 2.A.(11) of Schedule D.
(12) have received an SEC order exempting you from the prohibition against registration with the SEC;
If you check this box, complete Section 2.A.(12) of Schedule D.
(13) are no longer eligible to remain registered with the SEC.
State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers
C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they
file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy
of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would
like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to
additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit
to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck
the box(es) next to those state(s).
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR
ID MT RI
If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that
state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).
SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control
with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser,
provide the following information:
Name of Registered Investment Adviser
CRD Number of Registered Investment Adviser
SEC Number of Registered Investment Adviser
-
SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days
If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration
within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will b e
deemed to have made the required representations. You must make both of these representations:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to
register with the SEC within 120 days after the date my registration with the SEC becomes effective.
I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section
203A(a) of the Advisers Act from registering with the SEC.
SECTION 2.A.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations
about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.
If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an
investment adviser with the state securities authorities in those states.
I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15
states to register as an investment adviser with the state securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required
by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.
SECTION 2.A.(11) Internet Adviser
If you are relying on rule 203A-2(e), the Internet adviser exemption from the prohibition on registration, you are required to make a representation about
your eligibility for SEC registration. By checking the appropriate box, you will be deemed to have made the required representation.
If you are applying for registration as an investment adviser with the SEC or changing your existing Item 2 response regarding your eligibility for SEC
registration, you must make this representation:
I will provide investment advice on an ongoing basis to more than one client exclusively through an operational interactive website.
If you are filing an annual updating amendment to your existing registration and are continuing to rely on the Internet adviser exemption for SEC
registration, you must make this representation:
I have provided and will continue to provide investment advice on an ongoing basis to more than one client exclusively through an operational interactive
website.
SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:
Application Number:
803-
Date of order:
Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your
structure or legal status (e.g., form of organization or state of incorporation)?
If "yes", complete Item 4.B. and Section 4 of Schedule D.
B. Date of Succession: (MM/DD/YYYY)
If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.
SECTION 4 Successions
No Information Filed
Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation
Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making
regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.
Employees
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an
employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).
A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.
55
B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?
46
(2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?
0
(3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser
representatives?
0
(4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser
representatives for an investment adviser other than you?
0
(5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?
0
(6) Approximately how many firms or other persons solicit advisory clients on your behalf?
0
In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on
your behalf.
Clients
In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship
with those investors.
C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services
during your most recently completed fiscal year?
0
(2) Approximately what percentage of your clients are non-United States persons?
0%
D. For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does
not include businesses organized as sole proprietorships.
The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of
1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment
Company Act of 1940, do not answer (1)(d) or (3)(d) below.
Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below)
attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check
Item 5.D.(2) rather than respond to Item 5.D.(1).
The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under
management reported in Item 5.F.(2)(c) below.
If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If
you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e),
and (f) as applicable.
(1) Number of (2) Fewer than (3) Amount of Regulatory Assets
Type of Client Client(s) 5 Clients under Management
(a) Individuals (other than high net worth individuals) $
(b) High net worth individuals $
(c) Banking or thrift institutions $
(d) Investment companies $
(e) Business development companies $
(f) Pooled investment vehicles (other than investment companies and 7 $ 3,712,074,667
business development companies)
(g) Pension and profit sharing plans (but not the plan participants or $
government pension plans)
(h) Charitable organizations $
(i) State or municipal government entities (including government pension $
plans)
(j) Other investment advisers $
(k) Insurance companies $
(l) Sovereign wealth funds and foreign official institutions $
(m) Corporations or other businesses not listed above $
(n) Other: $
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify):
Item 5 Information About Your Advisory Business - Regulatory Assets Under Management
Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios?
(2) If yes, what is the amount of your regulatory assets under management and total number of accounts?
U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $ 3,712,074,667 (d) 7
Non-Discretionary: (b) $ 0 (e) 0
Total: (c) $ 3,712,074,667 (f) 7
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when
completing this Item.
(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who
are non-United States persons?
$0
Item 5 Information About Your Advisory Business - Advisory Activities
Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply.
(1) Financial planning services
(2) Portfolio management for individuals and/or small businesses
(3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to
section 54 of the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies)
(5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and
other pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers)
(8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other(specify):
Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the
Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or
investment companies to which you provide advice in Section 5.G.(3) of Schedule D.
H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?
0
1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship
with those investors.
Yes No
I. (1) Do you participate in a wrap fee program?
(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$
(b) portfolio manager for a wrap fee program?
$
(c) sponsor to and portfolio manager for the same wrap fee program?
$
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).
If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D.
If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a
wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2).
Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of
investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your
regulatory assets under management?
K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately
managed account clients)?
If yes, complete Section 5.K.(1) of Schedule D.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?
If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?
If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold
ten percent or more of this remaining amount of regulatory assets under management?
If yes, complete Section 5.K.(3) of Schedule D for each custodian.
L. Marketing Activities
Yes No
(1) Do any of your advertisements include:
(a) Performance results?
(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))?
(c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))?
(d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))?
(e) Third-party ratings?
(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in
connection with the use of testimonials, endorsements, or third-party ratings?
(3) Do any of your advertisements include hypothetical performance ?
(4) Do any of your advertisements include predecessor performance ?
SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies
No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
No Information Filed
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of
this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under
management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.
If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you
subadvise.
End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the
date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.
Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in
those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of
deposit, bankers' acceptances and similar bank instruments.
Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal
methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are
consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count
assets, and your responses must be consistent with any instructions or other guidance relating to this Section.
(a) Asset Type Mid-year End of year
(i) Exchange-Traded Equity Securities % %
(ii) Non Exchange-Traded Equity Securities % %
(iii) U.S. Government/Agency Bonds % %
(iv) U.S. State and Local Bonds % %
(v) Sovereign Bonds % %
(vi) Investment Grade Corporate Bonds % %
(vii) Non-Investment Grade Corporate Bonds % %
(viii) Derivatives % %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % %
(x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business % %
Development Companies)
(xi) Cash and Cash Equivalents % %
(xii) Other % %
Generally describe any assets included in "Other"
(b) Asset Type End of year
(i) Exchange-Traded Equity Securities %
(ii) Non Exchange-Traded Equity Securities %
(iii) U.S. Government/Agency Bonds %
(iv) U.S. State and Local Bonds %
(v) Sovereign Bonds %
(vi) Investment Grade Corporate Bonds %
(vii) Non-Investment Grade Corporate Bonds %
(viii) Derivatives %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies %
(x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development %
Companies)
(xi) Cash and Cash Equivalents %
(xii) Other %
Generally describe any assets included in "Other"
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives
No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)
If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your
regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete
Question (b).
(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately
managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date
used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before
the end of year date.
In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross
notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the
dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.
In column 2, provide the dollar amount of borrowings for the accounts included in column 1.
In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts
included in column 1 with respect to each category of derivatives specified in 3(a) through (f).
You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of
less than $10,000,000.
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.
(i) Mid-Year
Gross Notional (1) Regulatory Assets (2)
Exposure Under Management Borrowings (3) Derivative Exposures
(a) Interest (b) Foreign
Rate Exchange (c) Credit (d) Equity (e) Commodity (f) Other
Derivative Derivative Derivative Derivative Derivative Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the
management of the separately managed accounts that you advise.
(ii) End of Year
Gross Notional (1) Regulatory Assets (2)
Exposure Under Management Borrowings (3) Derivative Exposures
(a) Interest (b) Foreign
Rate Exchange (c) Credit (d) Equity (e) Commodity (f) Other
Derivative Derivative Derivative Derivative Derivative Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the
management of the separately managed accounts that you advise.
(b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your
regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you
should only provide information with respect to the portion of the account that you subadvise.
In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross
notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the
dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.
In column 2, provide the dollar amount of borrowings for the accounts included in column 1.
You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of
less than $10,000,000.
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.
Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings
Less than 10% $ $
10-149% $ $
150% or more $ $
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the
management of the separately managed accounts that you advise.
SECTION 5.K.(3) Custodians for Separately Managed Accounts
No Information Filed
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name:
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a
broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your
firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2).
Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete
Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser.
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
1. Legal Name of Related Person:
FALFURRIAS EQUITY PARTNERS III LLC
2. Primary Business Name of Related Person:
FALFURRIAS EQUITY PARTNERS III LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
FALFURRIAS EQUITY PARTNERS V, LLC
2. Primary Business Name of Related Person:
FALFURRIAS EQUITY PARTNERS V, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
FALFURRIAS EQUITY PARTNERS IV, LLC
2. Primary Business Name of Related Person:
FALFURRIAS EQUITY PARTNERS IV, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
FALFURRIAS EQUITY PARTNERS II LLC
2. Primary Business Name of Related Person:
FALFURRIAS EQUITY PARTNERS II LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
FALFURRIAS GROWTH GP I LLC
2. Primary Business Name of Related Person:
FALFURRIAS GROWTH GP I LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
FALFURRIAS EQUITY PARTNERS VI LLC
2. Primary Business Name of Related Person:
FALFURRIAS EQUITY PARTNERS VI LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt
reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section
7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,
instead, complete Section 7.B.(2) of Schedule D.
In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
designation in place of the fund's name.
SECTION 7.B.(1) Private Fund Reporting
Funds per Page: 15 Total Funds: 6
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
FALFURRIAS CAPITAL PARTNERS II LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-5890571719
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
FALFURRIAS EQUITY PARTNERS II LLC
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
Filing Adviser/Relying Adviser Name
FALFURRIAS MANAGEMENT PARTNERS LP
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1)
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 23,468,401
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 1,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
43
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
5%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
16%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment
Company Act of 1940, are sales of the fund limited to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18.(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-168972
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one
auditing firm, you must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
KPMG
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
185
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's
investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
Additional Custodian Information : 3 Record(s) Filed.
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF AMERICA
(c) Primary business name of custodian:
BANK OF AMERICA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
EAGLE BANK
(c) Primary business name of custodian:
EAGLE BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TRUIST, NA
(c) Primary business name of custodian:
TRUIST, NA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
No Information Filed
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund
uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
No Information Filed
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
FALFURRIAS CAPITAL PARTNERS III, LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-4389232213
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
FALFURRIAS EQUITY PARTNERS III LLC
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
Filing Adviser/Relying Adviser Name
FALFURRIAS MANAGEMENT PARTNERS LP
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1)
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 62,301,706
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
80
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
2%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
10%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment
Company Act of 1940, are sales of the fund limited to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
9%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18.(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-259866
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one
auditing firm, you must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
KPMG
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
185
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's
investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
Additional Custodian Information : 6 Record(s) Filed.
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF AMERICA
(c) Primary business name of custodian:
BANK OF AMERICA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
CAPITAL BANK
(c) Primary business name of custodian:
CAPITAL BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
ELDRIDGE (MARANON CAPITAL, L.P.)
(c) Primary business name of custodian:
ELDRIDGE (MARANON CAPITAL, L.P.)
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
FIFTH THIRD BANK
(c) Primary business name of custodian:
FIFTH THIRD BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CINCINATTI Ohio United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TIAA FINANCIAL SERVICES
(c) Primary business name of custodian:
TIAA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TRUIST, NA
(c) Primary business name of custodian:
TRUIST
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
No Information Filed
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund
uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
Additional Marketer Information : 1 Record(s) Filed.
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private
fund uses. If the private fund uses more than one marketer, you must complete questions (b) through (g) separately for each marketer.
Yes No
(b) Is the marketer a related person of your firm?
(c) Name of the marketer:
SHANNON ADVISORS LLC
(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):
8 - 68243
and CRD Number (if any):
150305
(e) Location of the marketer's office used principally by the private fund (city, state and country):
City: State: Country:
SUMMIT New Jersey United States
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to question 28.(f) is "yes," list the website address(es):
No Information Filed
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
FALFURRIAS CAPITAL PARTNERS IV, LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-8812564513
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
FALFURRIAS EQUITY PARTNERS IV, LLC
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
Filing Adviser/Relying Adviser Name
FALFURRIAS MANAGEMENT PARTNERS LP
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1)
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 541,711,900
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
87
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
3%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
17%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment
Company Act of 1940, are sales of the fund limited to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
2%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18.(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-332908
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one
auditing firm, you must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
KPMG
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
185
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's
investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
Additional Custodian Information : 9 Record(s) Filed.
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
AEA DEBT FINANCE LLC
(c) Primary business name of custodian:
AEA DEBT FINANCE LLC
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEW YORK New York United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF AMERICA
(c) Primary business name of custodian:
BANK OF AMERICA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BMO
(c) Primary business name of custodian:
BMO
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
ELDRIDGE (MARANON CAPITAL, L.P.)
(c) Primary business name of custodian:
ELDRIDGE (MARANON CAPITAL, L.P.)
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
FIDUS INVESTMENT CORPORATION
(c) Primary business name of custodian:
FIDUS INVESTMENT CORPORATION
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
FIFTH THIRD BANK
(c) Primary business name of custodian:
FIFTH THIRD BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CINCINATTI Ohio United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
GOLDMAN SACHS
(c) Primary business name of custodian:
GOLDMAN SACHS
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEW YORK New York United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
MIDCAP
(c) Primary business name of custodian:
MIDCAP
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEW YORK New York United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TRUIST, NA
(c) Primary business name of custodian:
TRUIST
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
No Information Filed
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund
uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
No Information Filed
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
FALFURRIAS CAPITAL PARTNERS V LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-8449621252
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
FALFURRIAS EQUITY PARTNERS V, LLC
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
Filing Adviser/Relying Adviser Name
FALFURRIAS MANAGEMENT PARTNERS LP
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1)
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 1,306,230,649
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
105
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
4%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
17%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment
Company Act of 1940, are sales of the fund limited to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
16%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18.(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-412299
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one
auditing firm, you must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
KPMG
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
185
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's
investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
Additional Custodian Information : 12 Record(s) Filed.
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
ALCENTRA
(c) Primary business name of custodian:
ALCENTRA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEW YORK New York United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF AMERICA
(c) Primary business name of custodian:
BANK OF AMERICA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BMO
(c) Primary business name of custodian:
BMO
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
COMPEER
(c) Primary business name of custodian:
COMPEER
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
BURLINGTON Wisconsin United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
ELDRIDGE (MARANON CAPITAL, L.P.)
(c) Primary business name of custodian:
ELDRIDGE (MARANON CAPITAL, L.P.)
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
FIDUS INVESTMENT CORPORATION
(c) Primary business name of custodian:
FIDUS INVESTMENT CORPORATION
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
FIFTH THIRD BANK
(c) Primary business name of custodian:
FIFTH THIRD BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CINCINATTI Ohio United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
LIVE OAK BANK
(c) Primary business name of custodian:
LIVE OAK BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
WILMINGTON North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
MIDCAP
(c) Primary business name of custodian:
MIDCAP
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
BETHESDA Maryland United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
PINNACLE BANK
(c) Primary business name of custodian:
PINNACLE BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NASHVILLE Tennessee United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
STELLUS CAPITAL MANAGEMENT
(c) Primary business name of custodian:
STELLUS CAPITAL MANAGEMENT
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEW YORK New York United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TRUIST, NA
(c) Primary business name of custodian:
TRUIST
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
No Information Filed
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund
uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
Additional Marketer Information : 1 Record(s) Filed.
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private
fund uses. If the private fund uses more than one marketer, you must complete questions (b) through (g) separately for each marketer.
Yes No
(b) Is the marketer a related person of your firm?
(c) Name of the marketer:
SHANNON ADVISORS LLC
(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):
8 - 68243
and CRD Number (if any):
150305
(e) Location of the marketer's office used principally by the private fund (city, state and country):
City: State: Country:
SUMMIT New Jersey United States
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to question 28.(f) is "yes," list the website address(es):
No Information Filed
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
FALFURRIAS CAPITAL PARTNERS VI LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-7787220421
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
FALFURRIAS EQUITY PARTNERS VI, LLC
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
Filing Adviser/Relying Adviser Name
FALFURRIAS MANAGEMENT PARTNERS LP
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1)
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 1,321,803,181
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
159
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
4%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
36%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment
Company Act of 1940, are sales of the fund limited to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
24%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18.(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-532508
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one
auditing firm, you must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
KPMG
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
185
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's
investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
Additional Custodian Information : 4 Record(s) Filed.
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
AEA DEBT FINANCE LLC
(c) Primary business name of custodian:
AEA DEBT FINANCE LLC
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
NEW YORK New York United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF AMERICA
(c) Primary business name of custodian:
BANK OF AMERICA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BMO
(c) Primary business name of custodian:
BMO
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TRUIST, NA
(c) Primary business name of custodian:
TRUIST
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
No Information Filed
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund
uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
Additional Marketer Information : 1 Record(s) Filed.
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private
fund uses. If the private fund uses more than one marketer, you must complete questions (b) through (g) separately for each marketer.
Yes No
(b) Is the marketer a related person of your firm?
(c) Name of the marketer:
SHANNON ADVISORS LLC
(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):
8 - 68243
and CRD Number (if any):
150305
(e) Location of the marketer's office used principally by the private fund (city, state and country):
City: State: Country:
SUMMIT New Jersey United States
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to question 28.(f) is "yes," list the website address(es):
No Information Filed
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
FALFURRIAS GROWTH PARTNERS I LP
(b) Private fund identification number:
(include the "805-" prefix also)
805-8911726191
2. Under the laws of what state or country is the private fund organized:
State: Country:
Delaware United States
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
FALFURRIAS GROWTH GP I LLC
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
Filing Adviser/Relying Adviser Name
FALFURRIAS MANAGEMENT PARTNERS LP
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
No Information Filed
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1)
for the master-feeder arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of
the feeder funds answer the following questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their
assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued
multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment
vehicles, regardless of whether they are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment
Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 456,558,831
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the
organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
99
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
11%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
26%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment
Company Act of 1940, are sales of the fund limited to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
9%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to
question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer
to question 18.(a) is "no," leave this question blank.
No Information Filed
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-470435
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm,
you must complete questions (b) through (f) separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one
auditing firm, you must complete questions (b) through (f) separately for each auditing firm.
(b) Name of the auditing firm:
KPMG
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
185
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's
investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private
fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
Additional Custodian Information : 6 Record(s) Filed.
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF AMERICA
(c) Primary business name of custodian:
BANK OF AMERICA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BANK OF OKLAHOMA
(c) Primary business name of custodian:
BANK OF OKLAHOMA
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
TULSA Oklahoma United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
BMO
(c) Primary business name of custodian:
BMO
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHICAGO Illinois United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
LIVE OAK BANK
(c) Primary business name of custodian:
LIVE OAK BANK
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
WILMINGTON North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
SYNOVUS
(c) Primary business name of custodian:
SYNOVUS
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
COLUMBUS Georgia United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private
fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.
(b) Legal name of custodian:
TRUIST, NA
(c) Primary business name of custodian:
TRUIST
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):
City: State: Country:
CHARLOTTE North Carolina United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity
identifier (if any)
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you
must complete questions (b) through (f) separately for each administrator.
No Information Filed
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not
your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any
relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including
allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or
similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund
uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.
Additional Marketer Information : 1 Record(s) Filed.
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor,
or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private
fund uses. If the private fund uses more than one marketer, you must complete questions (b) through (g) separately for each marketer.
Yes No
(b) Is the marketer a related person of your firm?
(c) Name of the marketer:
SHANNON ADVISORS LLC
(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):
8 - 68243
and CRD Number (if any):
150305
(e) Location of the marketer's office used principally by the private fund (city, state and country):
City: State: Country:
SUMMIT New Jersey United States
Yes No
(f) Does the marketer market the private fund through one or more websites?
(g) If the answer to question 28.(f) is "yes," list the website address(es):
No Information Filed
Funds per Page: 15 Total Funds: 6
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions
In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which
conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation
and interest that you expect to engage in during the next year.
Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.
Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?
(2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?
(3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary
(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?
Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory
client securities are sold to or bought from the brokerage customer (agency cross transactions)?
(2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for
which you or any related person serves as underwriter or general or managing partner?
(3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than
the receipt of sales commissions as a broker or registered representative of a broker-dealer)?
Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No
(1) securities to be bought or sold for a client's account?
(2) amount of securities to be bought or sold for a client's account?
(3) broker or dealer to be used for a purchase or sale of securities for a client's account?
(4) commission rates to be paid to a broker or dealer for a client's securities transactions?
D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?
E. Do you or any related person recommend brokers or dealers to clients?
F. If you answer "yes" to E. above, are any of the brokers or dealers related persons?
G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party
("soft dollar benefits") in connection with client securities transactions?
(2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under
section 28(e) of the Securities Exchange Act of 1934?
H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?
(2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for
the firm (cash or non-cash compensation in addition to the employee's regular salary)?
I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related
person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.
In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received
from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client
referrals.
Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the
Investment Company Act of 1940) assets and about your custodial practices.
A. (1) Do you have custody of any advisory clients': Yes No
(a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees
directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you
have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.
(2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
you have custody:
U.S. Dollar Amount Total Number of Clients
(a) $ 3,712,074,667 (b) 7
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not
include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in
connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).
Instead, include that information in your response to Item 9.B.(2).
B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).
(2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
your related persons have custody:
U.S. Dollar Amount Total Number of Clients
(a) $ 3,712,074,667 (b) 7
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following
that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements
are distributed to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and securities.
(4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons
are qualified custodians for client funds and securities.
If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare
an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this
information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).
D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s)
If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule
206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent
under rule 206(4)-2 of the Advisers Act.
E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last
fiscal year, provide the date (MM/YYYY) the examination commenced:
F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act
as qualified custodians for your clients in connection with advisory services you provide to clients?
19
SECTION 9.C. Independent Public Accountant
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10
should be provided for the filing adviser only.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than
one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an
umbrella registration.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For "yes" answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For "yes" answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule
violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,
11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by
a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?
Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine
whether you meet the definition of "small business" or "small organization" under rule 0-7.
Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets
under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a
current state registration, or switching from SEC to state registration.
For purposes of this Item 12 only:
Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total
assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with
subsidiaries included, if that amount is larger).
Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by
contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent
or more of the profits, of another person is presumed to control the other person.
Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?
If "yes," you do not need to answer Items 12.B. and 12.C.
B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)
of $25 million or more on the last day of its most recent fiscal year?
(2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal
year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in
response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?
(2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the
last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
officers. Use Schedule C to amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to
purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
or more of your capital, and (ii) if managed by elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner or executive officer is an individual.
5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
member; and for shareholders or members, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: DE/FE/I Title or Status Date Title or Status Ownership Control PR CRD No. If None: S.S. No. and
Last Name, First Name, Middle Acquired Code Person Date of Birth, IRS Tax No. or
Name) MM/YYYY Employer ID No.
HIGH HOPES EQUITY II LLC DE LIMITED PARTNER, FALFURRIAS 01/2019 NA N N
MANAGEMENT PARTNERS LP
HIGH HOPES MANAGEMENT LLC DE GENERAL PARTNER, 01/2018 NA Y N
FALFURRIAS MANAGEMENT
PARTNERS LP
MCMAHAN, WILLIAM, EDWIN I MANAGING PARTNER, 08/2006 D Y N 2928080
FALFURRIAS MANAGEMENT
PARTNERS LP
IRREVOCABLE TRUST FOR WILLIAM DE LIMITED PARTNER, FALFURRIAS 08/2006 NA Y N xxx-xx-xxxx
EDWIN MCMAHAN, JR. MANAGEMENT PARTNERS LP
HEIDEL, ROBERT, LLOYD I CHIEF FINANCIAL OFFICER, 12/2025 NA Y N 7530876
FALFURRIAS MANAGEMENT
PARTNERS
FALFURRIAS MANAGEMENT PARTNERS DE LIMITED PARTNER, FALFURRIAS 03/2025 D Y N
II, LLC MANAGEMENT PARTNERS, LP
WILCOX, KELSEY, RADKE I CHIEF COMPLIANCE OFFICER 03/2026 NA N N 5777847
Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first
complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;
or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of
the Exchange Act) is reached, no further ownership information need be given.
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner is an individual.
5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
6. Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: DE/FE/I Entity in Which Interest is Status Date Status Ownership Control PR CRD No. If None: S.S. No.
Last Name, First Name, Middle Owned Acquired Code Person and Date of Birth, IRS Tax
Name) MM/YYYY No. or Employer ID No.
OKEN, MARC, DENIS I HIGH HOPES EQUITY II LLC MEMBER 08/2006 F N N 6009489
OKEN, CELENE, DELGADO I HIGH HOPES EQUITY II LLC MEMBER 08/2006 F N N 6521251
MCMAHAN, WILLIAM, EDWIN I IRREVOCABLE TRUST FOR GUARANTOR 08/2006 F Y N 2928080
WILLIAM EDWIN MCMAHAN,
JR.
Walker, Kenneth, Daniel I FALFURRIAS MANAGEMENT MEMBER 03/2025 F Y N 7243609
PARTNERS II, LLC
Pierson, George, Woodward I FALFURRIAS MANAGEMENT MEMBER 03/2025 F N N 6932816
PARTNERS II, LLC
JOHNSON, CHARLES, STERLING I FALFURRIAS MANAGEMENT MEMBER 03/2025 F N N 4514621
PARTNERS II, LLC
PRICE, JOE, LEE I FALFURRIAS MANAGEMENT MEMBER 03/2025 F Y N 7243606
PARTNERS II, LLC
SULLIVAN, BURR, WILSON I FALFURRIAS MANAGEMENT MEMBER 03/2025 F Y N 5960756
PARTNERS II, LLC
DYER, CAMPBELL, ROBERT I FALFURRIAS MANAGEMENT MEMBER 03/2025 F Y N 2787237
PARTNERS II, LLC
SCHONBERG, JOSEPH, J I FALFURRIAS MANAGEMENT MEMBER 03/2025 F N N 2839566
PARTNERS II, LLC
CLIFTON, MICHAEL, S I FALFURRIAS MANAGEMENT MEMBER 03/2025 F N N 4591612
PARTNERS II, LLC
Brandt, Amy I FALFURRIAS MANAGEMENT MEMBER 03/2025 F N N 7892040
PARTNERS II, LLC
LOVETTE, WILLIAM I FALFURRIAS MANAGEMENT MEMBER 03/2025 F N N 7531669
PARTNERS II, LLC
MCMAHAN, WILLIAM, EDWIN I HIGH HOPES MANAGEMENT MEMBER 01/2018 F Y N 2928080
LLC
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.
THE REGISTRANT, FALFURRIAS MANAGEMENT PARTNERS LLC ("REGISTRANT"), HAS RELATED PERSONS, FALFURRIAS EQUITY PARTNERS II LLC, FALFURRIAS
EQUITY PARTNERS III LLC, FALFURRIAS EQUITY PARTNERS IV LLC, FALFURRIAS EQUITY PARTNERS V LLC, FALFURRIAS EQUITY PARTNERS VI LLC AND
FALFURRIAS GROWTH GP I LLC,EACH OF WHICH SERVE AS THE GENERAL PARTNER TO A PRIVATE FUND AS INCLUDED IN ITEM 7.A. OF SCHEDULE D, TO THE
EXTENT REQUIRED. EACH SUCH GENERAL PARTNER IS UNDER COMMON CONTROL WITH THE REGISTRANT AND, ALONG WITH THE REGISTRANT, CONDUCT A
SINGLE ADVISORY BUSINESS SUBJECT TO A UNIFIED COMPLIANCE PROGRAM. THE REGISTRANT AND ITS RELYING ADVISERS ARE TOGETHER FILING A SINGLE
FORM ADV IN RELIANCE ON THE NO-ACTION POSITION EXPRESSED BY THE STAFF OF THE SEC TO THE AMERICAN BAR ASSOCIATION, BUSINESS LAW SECTION
ON JANUARY 18, 2012.
Schedule R
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing business, and how we can contact you.
A. Your full legal name:
FALFURRIAS EQUITY PARTNERS II LLC
B. Name under which you primarily conduct your advisory business, if different from Section 1.A. above or Item 1.A. of the filing adviser's Form ADV Part
1A.
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name.
No Information Filed
You do not have to include the names or jurisdictions of the filing adviser or other relying adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system (other than the filing
adviser's CRD number), your CRD number:
295501
No Information Filed
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD number of one of your officers, employees, or affiliates (including the filing
adviser).
E. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Same as the filing adviser.
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8:00AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
H. If you have Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
SECTION 2 SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the
Sections 2.A.(1) through 2.A.(8), below. Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to
each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this
Schedule R if, on the 120th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by
Section 203A(a) of the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to
register as an investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state
securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those
states.
(8) have received an SEC Order exempting you from the prohibition against registration with the SEC. If you check this box, provide the
following information:
Application Number: 803- Date of Order:
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed.
SECTION 4.A. Direct Owners and Executive Officers
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you.
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of
a class of your voting securities. For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or
right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution,
or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed,
5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported on Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country,
or "I" if the owner or executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder,
or member; and for shareholders or members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect owners
you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to
manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Title or Status Date Title or Ownership Control PR CRD No.
(Individuals: Last Name, First Status Acquired Code Person If None: S.S. No. and Date of Birth,
Name, Middle Name) MM/YYYY IRS Tax No. or Employer ID No.
Cummings, Robert, John I MEMBER 11/2011 NA N N 6932795
HIGH HOPES EQUITY LLC DE MEMBER 11/2011 C Y N
MCCOLL BROTHERS LOCKWOOD LLC DE MEMBER 11/2011 C Y N
MCCOLL, HUGH, LEON I MEMBER, MEMBER OF 10/2011 NA Y N 4494816
INVESTMENT COMMITTEE
MCMAHAN, WILLIAM, EDWIN I MEMBER, MEMBER OF 11/2011 A Y N 2928080
INVESTMENT COMMITTEE
OKEN, MARC, DENIS I MEMBER, MEMBER OF 10/2011 NA Y N 6009489
INVESTMENT COMMITTEE
SCHONBERG, JOSEPH, J I MEMBER 11/2011 NA N N 2839566
TODD H. TAYLOR REVOCABLE TRUST DE MEMBER 04/2023 B N N
DATED NOVEMBER 28, 2022
WALKER, WALTER, WINGFIELD I MEMBER, MEMBER OF 10/2011 NA Y N 2319393
INVESTMENT COMMITTEE
WEM RETIREMENT LLC DE MEMBER 12/2012 NA N N
SECTION 4.B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete Section 4.A., which asks for information about your direct
owners
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same
residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or
15(d) of the Exchange Act) is reached, no further ownership information need be given.
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
country, or "I" if the owner is an individual.
(5) Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect
owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able
to manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME (Individuals: DE/FE/I Entity in Which Interest is Status Date Status Ownership Control PR CRD No. If None: S.S. No.
Last Name, First Name, Middle Owned Acquired Code Person and Date of Birth, IRS Tax
Name) MM/YYYY No. or Employer ID No.
LOCKWOOD, JANE, MCCOLL I MCCOLL BROTHERS MEMBER 11/2001 C N N 4536937
LOCKWOOD LLC
MCCOLL, HUGH, LEON I MCCOLL BROTHERS MEMBER 11/2001 C N N 1790707
LOCKWOOD LLC
MCCOLL, JOHN, SPRATT I MCCOLL BROTHERS MEMBER 11/2001 C N N 4535852
LOCKWOOD LLC
MCMAHAN, WILLIAM, EDWIN I WEM RETIREMENT LLC MEMBER 12/2012 E N N 8246591
OKEN, CELENE, DELGADO I HIGH HOPES EQUITY LLC MEMBER 08/2006 D N N 6521251
OKEN, MARC, DENIS I HIGH HOPES EQUITY LLC MEMBER 08/2006 D Y N 6009489
Taylor, Ann I TODD H. TAYLOR REVOCABLE TRUSTEE 03/2023 F N N 7893499
TRUST DATED NOVEMBER 28,
2022
SECTION 4.C. Control Persons
Yes No
C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or indirectly, control your management or policies?
If yes, you must complete the information below for each control person not named in Section 1.A., Section 4.A., or Section 4.B. that directly or
indirectly controls your management or policies.
No Information Filed
SECTION 4.D. Control Persons - Public Reporting Companies
No Information Filed
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing business, and how we can contact you.
A. Your full legal name:
FALFURRIAS EQUITY PARTNERS III LLC
B. Name under which you primarily conduct your advisory business, if different from Section 1.A. above or Item 1.A. of the filing adviser's Form ADV Part
1A.
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name.
No Information Filed
You do not have to include the names or jurisdictions of the filing adviser or other relying adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system (other than the filing
adviser's CRD number), your CRD number:
295503
No Information Filed
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD number of one of your officers, employees, or affiliates (including the filing
adviser).
E. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Same as the filing adviser.
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8:00AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
H. If you have Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
SECTION 2 SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the
Sections 2.A.(1) through 2.A.(8), below. Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to
each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this
Schedule R if, on the 120th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by
Section 203A(a) of the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to
register as an investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state
securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those
states.
(8) have received an SEC Order exempting you from the prohibition against registration with the SEC. If you check this box, provide the
following information:
Application Number: 803- Date of Order:
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed.
SECTION 4.A. Direct Owners and Executive Officers
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you.
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of
a class of your voting securities. For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or
right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution,
or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed,
5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported on Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country,
or "I" if the owner or executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder,
or member; and for shareholders or members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect owners
you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to
manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Title or Status Date Title or Ownership Control PR CRD No.
(Individuals: Last Name, First Name, Status Acquired Code Person If None: S.S. No. and Date of
Middle Name) MM/YYYY Birth, IRS Tax No. or Employer ID
No.
2020 IRREVOCABLE TRUST FOR MARC DE MEMBER 10/2020 NA Y N xxx-xx-xxxx
DENIS OKEN UA DATED 10-19-20
Cummings, Robert, John I MEMBER 03/2016 NA N N 6932795
HARRISON, DAVID, BENJAMIN I MEMBER 12/2016 NA N N 5160975
HIGH HOPES EQUITY II LLC DE MEMBER 03/2016 B Y N
Hubbard, Carolyn I MEMBER 06/2016 NA N N 6932810
Hubbard, Terry, Lynn I MEMBER 06/2016 NA N N 6932812
IRREVOCABLE TRUST FOR WILLIAM DE MEMBER 10/2020 A Y N xxx-xx-xxxx
EDWIN MCMAHAN, JR.
JOHNSON, CHARLES, STERLING I MEMBER 12/2016 NA N N 4514621
KILIAN, MATTHEW I MEMBER 06/2016 NA N N 6485523
MCCOLL BROTHERS LOCKWOOD LLC DE MEMBER 03/2016 B N N
MCCOLL, HUGH, LEON I MEMBER, MEMBER OF 03/2016 NA Y N 4494816
INVESTMENT COMMITTEE
MCMAHAN, WILLIAM, EDWIN I MEMBER, MEMBER OF 03/2016 B Y N 2928080
INVESTMENT COMMITTEE
OKEN, MARC, DENIS I MEMBER, MEMBER OF 03/2016 NA Y N 6009489
INVESTMENT COMMITTEE
Pierson, George, Woodward I MEMBER 12/2016 NA N N 6932816
SCHONBERG, JOSEPH, J I MEMBER 03/2016 NA N N 2839566
SULLIVAN, BURR, WILSON I MEMBER 12/2016 NA N N 5960756
TAYLOR FAMILY IRREVOCABLE TRUST DE MEMBER 03/2016 B N N
UTAD 10-28-2021
WALKER, WALTER, WINGFIELD I MEMBER, MEMBER OF 03/2016 NA Y N 2319393
INVESTMENT COMMITTEE
WEM RETIREMENT LLC DE MEMBER 03/2016 NA N N
SECTION 4.B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete Section 4.A., which asks for information about your direct
owners
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same
residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or
15(d) of the Exchange Act) is reached, no further ownership information need be given.
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
country, or "I" if the owner is an individual.
(5) Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect
owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able
to manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME (Individuals: DE/FE/I Entity in Which Interest is Status Date Status Ownership Control PR CRD No. If None: S.S.
Last Name, First Name, Middle Owned Acquired Code Person No. and Date of Birth,
Name) MM/YYYY IRS Tax No. or
Employer ID No.
LOCKWOOD, JANE, MCCOLL I MCCOLL BROTHERS MEMBER 11/2001 C N N 4536937
LOCKWOOD LLC
MCCOLL, HUGH, LEON I MCCOLL BROTHERS MEMBER 11/2001 C N N 1790707
LOCKWOOD LLC
MCCOLL, JOHN, SPRATT I MCCOLL BROTHERS MEMBER 11/2001 C N N 4535852
LOCKWOOD LLC
MCMAHAN, WILLIAM, EDWIN I IRREVOCABLE TRUST FOR GUARANTOR 04/2020 F Y N 2928080
WILLIAM EDWIN MCMAHAN, JR.
MCMAHAN, WILLIAM, EDWIN I WEM RETIREMENT LLC MEMBER 12/2012 E N N 8246591
OKEN, CELENE, DELGADO I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D N N 6521251
OKEN, MARC, DENIS I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D Y N 6009489
OKEN, MARC, DENIS I 2020 IRREVOCABLE TRUST FOR GUARANTOR 10/2020 F Y N 6009489
MARC DENIS OKEN UA DATED
10-19-20
Oken, Richard, L. I 2020 IRREVOCABLE TRUST FOR TRUSTEE 10/2020 F N N 7959871
MARC DENIS OKEN UA DATED
10-19-20
Simpson, James, R. I IRREVOCABLE TRUST FOR TRUSTEE 01/2020 F N N 7959880
WILLIAM EDWIN MCMAHAN, JR.
Taylor, Robert, Shane I TAYLOR FAMILY IRREVOCABLE TRUSTEE 10/2021 F N N 7959875
TRUST UTAD 10-28-2021
SECTION 4.C. Control Persons
Yes No
C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or indirectly, control your management or policies?
If yes, you must complete the information below for each control person not named in Section 1.A., Section 4.A., or Section 4.B. that directly or
indirectly controls your management or policies.
No Information Filed
SECTION 4.D. Control Persons - Public Reporting Companies
No Information Filed
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing business, and how we can contact you.
A. Your full legal name:
FALFURRIAS EQUITY PARTNERS IV LLC
B. Name under which you primarily conduct your advisory business, if different from Section 1.A. above or Item 1.A. of the filing adviser's Form ADV Part
1A.
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name.
No Information Filed
You do not have to include the names or jurisdictions of the filing adviser or other relying adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system (other than the filing
adviser's CRD number), your CRD number:
308507
No Information Filed
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD number of one of your officers, employees, or affiliates (including the filing
adviser).
E. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Same as the filing adviser.
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8:00AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
H. If you have Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
SECTION 2 SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the
Sections 2.A.(1) through 2.A.(8), below. Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to
each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this
Schedule R if, on the 120th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by
Section 203A(a) of the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to
register as an investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state
securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those
states.
(8) have received an SEC Order exempting you from the prohibition against registration with the SEC. If you check this box, provide the
following information:
Application Number: 803- Date of Order:
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed.
SECTION 4.A. Direct Owners and Executive Officers
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you.
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of
a class of your voting securities. For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or
right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution,
or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed,
5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported on Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country,
or "I" if the owner or executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder,
or member; and for shareholders or members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect owners
you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to
manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Title or Status Date Title or Ownership Control PR CRD No.
(Individuals: Last Name, First Name, Status Acquired Code Person If None: S.S. No. and Date of
Middle Name) MM/YYYY Birth, IRS Tax No. or Employer
ID No.
2020 IRREVOCABLE TRUST FOR MARC DE MEMBER 10/2020 NA Y N xxx-xx-xxxx
DENIS OKEN UA DATED 10-19-20
ACKTET CAPITAL DE MEMBER 12/2024 NA N N
Cummings, Robert, John I MEMBER 07/2019 B N N 6932795
HIGH HOPES EQUITY II LLC DE MEMBER 07/2019 B Y N
Hubbard, Carolyn I MEMBER 07/2019 NA N N 6932810
Hubbard, Terry, Lynn I MEMBER 07/2019 NA N N 6932812
IRREVOCABLE TRUST FOR WILLIAM DE MEMBER 10/2020 A Y N xxx-xx-xxxx
EDWIN MCMAHAN, JR.
JOHNSON, CHARLES, STERLING I MEMBER 07/2019 NA N N 4514621
JORDAN, MICHAEL, JOHN I MEMBER 07/2019 NA N N 7243615
KILIAN, MATTHEW I MEMBER 07/2019 NA N N 6485523
MCCOLL BROTHERS LOCKWOOD LLC DE MEMBER 07/2019 B N N
MCCOLL, HUGH, LEON I MEMBER AND MEMBER OF 07/2019 NA Y N 4494816
INVESTMENT COMMITTEE
MCMAHAN, WILLIAM, EDWIN I MEMBER AND MEMBER OF 07/2019 C Y N 2928080
INVESTMENT COMMITTEE
McMahan, Julia, Evangeline I MEMBER 07/2019 NA N N 7243617
OKEN, MARC, DENIS I MEMBER AND MEMBER OF 07/2019 NA Y N 6009489
INVESTMENT COMMITTEE
PRICE, JOE, LEE I MEMBER 07/2019 A N N 7243606
Pierson, George, Woodward I MEMBER 07/2019 NA N N 6932816
SCHONBERG, JOSEPH, J I MEMBER 07/2019 NA N N 2839566
SULLIVAN, BURR, WILSON I MEMBER 07/2019 NA N N 5960756
Veazey, Andrew, James I MEMBER 07/2019 NA N N 7243611
WALKER, WALTER, WINGFIELD I MEMBER AND MEMBER OF 07/2019 NA Y N 2319393
INVESTMENT COMMITTEE
WEM RETIREMENT LLC DE MEMBER 07/2019 NA N N
Walker, Kenneth, Daniel I MEMBER 07/2019 NA N N 7243609
SECTION 4.B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete Section 4.A., which asks for information about your direct
owners
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same
residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or
15(d) of the Exchange Act) is reached, no further ownership information need be given.
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
country, or "I" if the owner is an individual.
(5) Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect
owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able
to manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME (Individuals: DE/FE/I Entity in Which Interest is Status Date Status Ownership Control PR CRD No. If None: S.S.
Last Name, First Name, Middle Owned Acquired Code Person No. and Date of Birth,
Name) MM/YYYY IRS Tax No. or
Employer ID No.
LOCKWOOD, JANE, MCCOLL I MCCOLL BROTHERS MEMBER 11/2001 C N N 4536937
LOCKWOOD LLC
MCCOLL, HUGH, LEON I MCCOLL BROTHERS MEMBER 11/2001 C N N 1790707
LOCKWOOD LLC
MCCOLL, HUGH, LEON I ACKTET CAPITAL MEMBER 12/2024 F N N 1790707
MCCOLL, JOHN, SPRATT I MCCOLL BROTHERS MEMBER 11/2001 C N N 4535852
LOCKWOOD LLC
MCMAHAN, WILLIAM, EDWIN I IRREVOCABLE TRUST FOR GUARANTOR 04/2020 F Y N 2928080
WILLIAM EDWIN MCMAHAN, JR.
MCMAHAN, WILLIAM, EDWIN I WEM RETIREMENT LLC MEMBER 12/2012 E N N 8246591
OKEN, CELENE, DELGADO I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D N N 6521251
OKEN, MARC, DENIS I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D N N 6009489
OKEN, MARC, DENIS I 2020 IRREVOCABLE TRUST FOR GUARANTOR 10/2020 F Y N 6009489
MARC DENIS OKEN UA DATED
10-19-20
Oken, Richard, L. I 2020 IRREVOCABLE TRUST FOR TRUSTEE 10/2020 F N N 7959871
MARC DENIS OKEN UA DATED
10-19-20
Simpson, James, R. I IRREVOCABLE TRUST FOR TRUSTEE 01/2020 F N N 7959880
WILLIAM EDWIN MCMAHAN, JR.
SECTION 4.C. Control Persons
Yes No
C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or indirectly, control your management or policies?
If yes, you must complete the information below for each control person not named in Section 1.A., Section 4.A., or Section 4.B. that directly or
indirectly controls your management or policies.
No Information Filed
SECTION 4.D. Control Persons - Public Reporting Companies
No Information Filed
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing business, and how we can contact you.
A. Your full legal name:
FALFURRIAS EQUITY PARTNERS V LLC
B. Name under which you primarily conduct your advisory business, if different from Section 1.A. above or Item 1.A. of the filing adviser's Form ADV Part
1A.
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name.
No Information Filed
You do not have to include the names or jurisdictions of the filing adviser or other relying adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system (other than the filing
adviser's CRD number), your CRD number:
320916
No Information Filed
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD number of one of your officers, employees, or affiliates (including the filing
adviser).
E. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Same as the filing adviser.
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8:00AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
H. If you have Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
SECTION 2 SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the
Sections 2.A.(1) through 2.A.(8), below. Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to
each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this
Schedule R if, on the 120th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by
Section 203A(a) of the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to
register as an investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state
securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those
states.
(8) have received an SEC Order exempting you from the prohibition against registration with the SEC. If you check this box, provide the
following information:
Application Number: 803- Date of Order:
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed.
SECTION 4.A. Direct Owners and Executive Officers
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you.
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of
a class of your voting securities. For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or
right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution,
or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed,
5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported on Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country,
or "I" if the owner or executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder,
or member; and for shareholders or members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect owners
you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to
manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Title or Status Date Title or Ownership Control PR CRD No.
(Individuals: Last Name, First Name, Middle Name) Status Code Person If None: S.S. No. and
Acquired Date of Birth, IRS Tax
MM/YYYY No. or Employer ID
No.
2020 IRREVOCABLE TRUST FOR MARC DENIS OKEN UA DATED DE MEMBER 09/2021 NA Y N xxx-xx-xxxx
10-19-20
ACKTET CAPITAL DE MEMBER 12/2024 NA N N
AUSTIN, KATHLEEN, ROSE I MEMBER 08/2022 NA N N 7531650
CP LEGACY TRUST DATED AS OF 11/2/20 DE MEMBER 09/2020 NA Y N xxx-xx-xxxx
Cummings, Robert, John I MEMBER 07/2019 B N N 6932795
DYER, CAMPBELL, ROBERT I MEMBER 08/2022 NA N N 2787237
Estes, Donna I MEMBER 08/2022 NA N N 7531659
Graybeal, Brian I MEMBER 08/2022 NA N N 7531664
HEIDEL, ROBERT, LLOYD I MEMBER 08/2020 NA Y N 7530876
HIGH HOPES EQUITY II LLC DE MEMBER 07/2019 B Y N
Hackney, Jesse, Joel I MEMBER 08/2022 NA N N 7531678
Hubbard, Carolyn I MEMBER 07/2019 NA N N 6932810
Hubbard, Terry, Lynn I MEMBER 07/2019 NA N N 6932812
Hundley, Grant I MEMBER 08/2022 NA N N 7531654
IRREVOCABLE TRUST FOR WILLIAM EDWIN MCMAHAN, JR. DE MEMBER 09/2021 A Y N xxx-xx-xxxx
JJCP FCP I, LLC DE MEMBER 08/2022 NA N N xxx-xx-xxxx
JOHNSON, CHARLES, STERLING I MEMBER 07/2019 NA N N 4514621
JORDAN, MICHAEL, JOHN I MEMBER 07/2019 NA N N 7243615
JP FAMILY TRUST DE MEMBER 09/2020 NA N N xxx-xx-xxxx
Jutkowitz, Alexander, S. I MEMBER 08/2022 NA N N 7531682
KILIAN, MATTHEW I MEMBER 07/2019 NA N N 6485523
LIFETIME TRUST U/A 2020 IRREVOCABLE TRUST BY KENNETH DE MEMBER 09/2021 NA Y N xxx-xx-xxxx
D. WALKER DATED NOVEMBER 4, 2020; TARA LYNN WALKER,
AS TRUSTEE
Lundquist, Christopher I MEMBER 08/2022 NA N N 7531666
MCCOLL BROTHERS LOCKWOOD LLC DE MEMBER 07/2019 B N N
MCCOLL, HUGH, LEON I MEMBER AND 07/2019 A Y N 4494816
MEMBER OF
INVESTMENT
COMMITTEE
MCMAHAN, WILLIAM, EDWIN I MEMBER AND 07/2019 B Y N 2928080
MEMBER OF
INVESTMENT
COMMITTEE
OKEN, MARC, DENIS I MEMBER AND 07/2019 NA Y N 6009489
MEMBER OF
INVESTMENT
COMMITTEE
PRICE, JOE, LEE I MEMBER 07/2019 A N N 7243606
Pierson, George, Woodward I MEMBER 07/2019 NA N N 6932816
SCHONBERG, JOSEPH, J I MEMBER 07/2019 NA N N 2839566
SULLIVAN, BURR, WILSON I MEMBER 07/2019 NA Y N 5960756
Sutton, Bobbie, B. I MEMBER 08/2022 NA N N 7531660
THE B. WILSON SULLIVAN, JR. IRREVOABLE TRUST DATED DE MEMBER 09/2021 NA Y N xxx-xx-xxxx
JULY 1, 2021; B. WILSON SULLIVAN, JR., AS INVESTMENT
TRUSTEE
THE CHARLES S. JOHNSON, JR. IRREVOCABLE TRUST DATED DE MEMBER 09/2021 NA N N xxx-xx-xxxx
SEPTEMBER 2, 2021; CHARLES S. JOHNSON, JR., AS
INVESTMENT TRUSTEE
THE GEORGE W. PIERSON, JR. IRREVOCABLE TRUST DATED DE MEMBER 09/2021 NA N N xxx-xx-xxxx
AUGUST 24, 2021; GEORGE W. PIERSON, JR., AS
INVESTMENT TRUSTEE
THE ROBERT J. AND LANA R. CUMMINGS TRUST DATED JULY 1, DE MEMBER 09/2021 NA N N xxx-xx-xxxx
2021 F/B/O JOHNATHAN COLE CUMMINGS
THE ROBERT J. AND LANA R. CUMMINGS TRUST DATED JULY 1, DE MEMBER 09/2021 NA N N xxx-xx-xxxx
2021 F/B/O KAMERON RAE CUMMINGS
Veazey, Andrew, James I MEMBER 07/2019 NA N N 7243611
WALKER, WALTER, WINGFIELD I MEMBER AND 07/2019 NA Y N 2319393
MEMBER OF
INVESTMENT
COMMITTEE
WEM RETIREMENT LLC DE MEMBER 07/2019 NA N N
Walker, Kenneth, Daniel I MEMBER 07/2019 NA Y N 7243609
Washam, Paula I MEMBER 12/2022 NA N N 7960058
SECTION 4.B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete Section 4.A., which asks for information about your direct
owners
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same
residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or
15(d) of the Exchange Act) is reached, no further ownership information need be given.
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
country, or "I" if the owner is an individual.
(5) Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect
owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able
to manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Entity in Which Interest is Owned Status Date Ownership Control PR CRD No.
(Individuals: Last Name, Status Code Person If None:
First Name, Middle Name) Acquired S.S. No.
MM/YYYY and Date
of Birth,
IRS Tax
No. or
Employer
ID No.
Cummings, Robert, John I THE ROBERT J. AND LANA R. CUMMINGS TRUST GUARANTOR/TRUSTEE 07/2021 F N N 6932795
DATED JULY 1, 2021 F/B/O JOHNATHAN COLE
CUMMINGS
Cummings, Robert, John I THE ROBERT J. AND LANA R. CUMMINGS TRUST GUARANTOR/TRUSTEE 07/2021 F N N 6932795
DATED JULY 1, 2021 F/B/O KAMERON RAE
CUMMINGS
JOHNSON, CHARLES, I THE CHARLES S. JOHNSON, JR. IRREVOCABLE GUARANTOR/TRUSTEE 07/2021 F N N 4514621
STERLING TRUST DATED SEPTEMBER 2, 2021; CHARLES S.
JOHNSON, JR., AS INVESTMENT TRUSTEE
LOCKWOOD, JANE, I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 4536937
MCCOLL
LOVETTE, WILLIAM I JJCP FCP I, LLC MEMBER 08/2022 F N N 7531669
MCCOLL, HUGH, LEON I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 1790707
MCCOLL, HUGH, LEON I ACKTET CAPITAL MEMBER 12/2024 F N N 1790707
MCCOLL, JOHN, SPRATT I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 4535852
MCMAHAN, WILLIAM, I IRREVOCABLE TRUST FOR WILLIAM EDWIN GUARANTOR 04/2020 F Y N 2928080
EDWIN MCMAHAN, JR.
MCMAHAN, WILLIAM, I WEM RETIREMENT LLC MEMBER 12/2012 E N N 8246591
EDWIN
OKEN, CELENE, DELGADO I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D N N 6521251
OKEN, MARC, DENIS I HIGH HOPES EQUITY II LLC MEMBER 08/2006 F Y N 6009489
OKEN, MARC, DENIS I 2020 IRREVOCABLE TRUST FOR MARC DENIS GUARANTOR 10/2020 F Y N 6009489
OKEN UA DATED 10-19-20
Oken, Richard, L. I 2020 IRREVOCABLE TRUST FOR MARC DENIS TRUSTEE 10/2020 F N N 7959871
OKEN UA DATED 10-19-20
PRICE, JOE, LEE I CP LEGACY TRUST DATED AS OF 11/2/20 TRUSTEE 11/2020 F Y N 7243606
Pierson, George, I THE GEORGE W. PIERSON, JR. IRREVOCABLE GUARANTOR/TRUSTEE 08/2021 F N N 6932816
Woodward TRUST DATED AUGUST 24, 2021; GEORGE W.
PIERSON, JR., AS INVESTMENT TRUSTEE
SULLIVAN, BURR, WILSON I THE B. WILSON SULLIVAN, JR. IRREVOABLE GUARANTOR/TRUSTEE 07/2021 F Y N 5960756
TRUST DATED JULY 1, 2021; B. WILSON
SULLIVAN, JR., AS INVESTMENT TRUSTEE
Simpson, James, R. I IRREVOCABLE TRUST FOR WILLIAM EDWIN TRUSTEE 01/2020 F N N 7959880
MCMAHAN, JR.
Walker, Joanna, Price I JP FAMILY TRUST TRUSTEE 09/2020 F N N 7960040
Walker, Kenneth, Daniel I LIFETIME TRUST U/A 2020 IRREVOCABLE TRUST GUARANTOR 11/2020 F Y N 7243609
BY KENNETH D. WALKER DATED NOVEMBER 4,
2020; TARA LYNN WALKER, AS TRUSTEE
Walker, Tara, Lynn I LIFETIME TRUST U/A 2020 IRREVOCABLE TRUST TRUSTEE 11/2020 F N N 7959906
BY KENNETH D. WALKER DATED NOVEMBER 4,
2020; TARA LYNN WALKER, AS TRUSTEE
SECTION 4.C. Control Persons
Yes No
C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or indirectly, control your management or policies?
If yes, you must complete the information below for each control person not named in Section 1.A., Section 4.A., or Section 4.B. that directly or
indirectly controls your management or policies.
No Information Filed
SECTION 4.D. Control Persons - Public Reporting Companies
No Information Filed
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing business, and how we can contact you.
A. Your full legal name:
FALFURRIAS GROWTH GP I LLC
B. Name under which you primarily conduct your advisory business, if different from Section 1.A. above or Item 1.A. of the filing adviser's Form ADV Part
1A.
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name.
No Information Filed
You do not have to include the names or jurisdictions of the filing adviser or other relying adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system (other than the filing
adviser's CRD number), your CRD number:
325942
No Information Filed
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD number of one of your officers, employees, or affiliates (including the filing
adviser).
E. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Same as the filing adviser.
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8:00AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
H. If you have Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
SECTION 2 SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the
Sections 2.A.(1) through 2.A.(8), below. Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to
each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this
Schedule R if, on the 120th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by
Section 203A(a) of the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to
register as an investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state
securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those
states.
(8) have received an SEC Order exempting you from the prohibition against registration with the SEC. If you check this box, provide the
following information:
Application Number: 803- Date of Order:
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed.
SECTION 4.A. Direct Owners and Executive Officers
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you.
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of
a class of your voting securities. For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or
right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution,
or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed,
5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported on Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country,
or "I" if the owner or executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder,
or member; and for shareholders or members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect owners
you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to
manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Title or Status Date Title or Ownership Control PR CRD No.
(Individuals: Last Name, First Name, Middle Name) Status Code Person If None: S.S. No. and
Acquired Date of Birth, IRS Tax
MM/YYYY No. or Employer ID
No.
2020 IRREVOCABLE TRUST FOR MARC DENIS OKEN UA DATED DE MEMBER 09/2023 NA Y N xxx-xx-xxxx
10-19-20
2020 KEVIN HESSELBIRG TRUST DTD 1/10/20 DE MEMBER 12/2022 NA N N
ACKTET CAPITAL DE MEMBER 12/2024 NA N N
AUSTIN, KATHLEEN, ROSE I MEMBER 08/2022 NA N N 7531650
BAKER, MICHAEL, M I MEMBER 09/2023 NA N N 7410322
BRADY, STEPHEN I MEMBER 12/2022 NA N N 7713935
Brandt, Amy I MEMBER 09/2023 NA N N 7892040
CLIFTON, MICHAEL, S I MEMBER AND 12/2022 NA Y N 4591612
MEMBER OF
INVESTMENT
COMMITTEE
CP LEGACY TRUST DATED AS OF 11/2/20 DE MEMBER 12/2022 NA Y N xxx-xx-xxxx
Coburn, Susan I MEMBER 12/2022 NA N N 7715383
Corbell, Brigitte, Gibson I MEMBER 09/2023 NA N N 7386732
Cummings, Robert, John I MEMBER 07/2019 B N N 6932795
DYER, CAMPBELL, ROBERT I MEMBER AND 08/2022 B Y N 2787237
MEMBER OF
INVESTMENT
COMMITTEE
EMORY, ROSS I MEMBER 12/2022 NA N N 6357717
Early, Jubal, Anderson I MEMBER 12/2022 NA N N 7142491
Endres, Catherine I MEMBER 09/2023 NA N N 7892034
FALCON 5 CAPITAL, LLC DE MEMBER 12/2022 NA N N
FINLAY, CAROLINE I MEMBER 09/2023 NA N N 7556358
FROST, JULIA, MARIE I MEMBER 12/2022 NA N N 6824265
Gates, Lindsay I MEMBER 09/2023 NA N N 7892044
Glover, Josh I MEMBER 12/2022 NA N N 7715384
Graybeal, Brian I MEMBER 08/2022 NA N N 7531664
Green, Rebecca I MEMBER 09/2023 NA N N 7892030
HEIDEL, ROBERT, LLOYD I MEMBER 08/2020 NA Y N 7530876
HIGH HOPES EQUITY II LLC DE MEMBER 07/2019 B Y N
Hundley, Grant I MEMBER 08/2022 NA N N 7531654
IRREVOCABLE INTERVIVOS TRUST OF SARA HESSELBIRG DTD DE MEMBER 12/2022 NA N N
12/18/19
IRREVOCABLE TRUST FOR WILLIAM EDWIN MCMAHAN, JR. DE MEMBER 09/2023 A Y N xxx-xx-xxxx
JOHNSON, CHARLES, STERLING I MEMBER 07/2019 NA N N 4514621
JORDAN, MICHAEL, JOHN I MEMBER 07/2019 NA N N 7243615
JP FAMILY TRUST DE MEMBER 12/2022 NA N N xxx-xx-xxxx
Jutkowitz, Alexander, S. I MEMBER 08/2022 NA N N 7531682
KILIAN, MATTHEW I MEMBER 07/2019 NA N N 6485523
LITTLETON, ALEX, T I MEMBER 12/2022 NA N N 6344906
LOVETTE, WILLIAM I MEMBER 08/2022 NA N N 7531669
Lloyd, William I MEMBER 09/2023 NA N N 7892033
Lundquist, Christopher I MEMBER 08/2022 NA N N 7531666
MAURO, KATHRYN I MEMBER 09/2023 NA N N 7892046
MCCOLL BROTHERS LOCKWOOD LLC DE MEMBER 07/2019 B N N
MCCOLL, HUGH, LEON I MEMBER 07/2019 NA Y N 4494816
MCCOLL, HUGH, LEON I MEMBER 12/2022 NA N N 6345800
MCMAHAN, WILLIAM, EDWIN I MEMBER AND 07/2019 B Y N 2928080
MEMBER OF
INVESTMENT
COMMITTEE
MICHAEL SCOTT CLIFTON REVOCABLE TRUST DATED DE MEMBER 12/2022 NA Y N xxx-xx-xxxx
SEPTEMBER 27, 2023
McMahan, Suzy I MEMBER 09/2023 NA N N 7892037
PRICE, JOE, LEE I MEMBER 07/2019 A N N 7243606
Pierson, George, Woodward I MEMBER AND 07/2019 NA Y N 6932816
MEMBER OF
INVESTMENT
COMMITTEE
SCHONBERG, JOSEPH, J I MEMBER 07/2019 NA N N 2839566
SPACH, WILLIAM, H I MEMBER 12/2022 NA N N 7713960
SULLIVAN, BURR, WILSON I MEMBER 07/2019 NA Y N 5960756
THE CAMPBELL R. DYER IRREVOCABLE GST FAMILY TRUST DE MEMBER 09/2023 A Y N xxx-xx-xxxx
DATED JANUARY 18, 2019
THE CHARLES S. JOHNSON, JR. IRREVOCABLE TRUST DATED DE MEMBER 09/2023 NA N N xxx-xx-xxxx
SEPTEMBER 2, 2021; CHARLES S. JOHNSON, JR., AS
INVESTMENT TRUSTEE
THE JOSEPH OESTERLING REVOCABLE LIVING TRUST DATED DE MEMBER 09/2023 NA N N xxx-xx-xxxx
NOVEMBER 19 2024
THE ROBERT J. AND LANA R. CUMMINGS TRUST DATED JULY 1, DE MEMBER 09/2023 NA N N xxx-xx-xxxx
2021 F/B/O JOHNATHAN COLE CUMMINGS
THE ROBERT J. AND LANA R. CUMMINGS TRUST DATED JULY 1, DE MEMBER 09/2023 NA N N xxx-xx-xxxx
2021 F/B/O KAMERON RAE CUMMINGS
TIMM, CAROLINE, HAYDEN BOSTON I MEMBER 12/2022 NA N N 7713724
WEM RETIREMENT, LLC DE MEMBER 09/2023 NA N N
Walker, Kenneth, Daniel I MEMBER 07/2019 NA Y N 7243609
Wile, Brad I MEMBER 12/2022 NA N N 7715381
SECTION 4.B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete Section 4.A., which asks for information about your direct
owners
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same
residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or
15(d) of the Exchange Act) is reached, no further ownership information need be given.
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
country, or "I" if the owner is an individual.
(5) Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect
owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able
to manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Entity in Which Interest is Owned Status Date Ownership Control PR CRD No.
(Individuals: Last Name, Status Code Person If None:
First Name, Middle Name) Acquired S.S. No.
MM/YYYY and Date
of Birth,
IRS Tax
No. or
Employer
ID No.
CLIFTON, MICHAEL, S I MICHAEL SCOTT CLIFTON REVOCABLE TRUST TRUSTEE 12/2022 F Y N 4591612
DATED SEPTEMBER 27, 2023
Cummings, Robert, John I THE ROBERT J. AND LANA R. CUMMINGS TRUST GUARANTOR/TRUSTEE 07/2021 F N N 6932795
DATED JULY 1, 2021 F/B/O JOHNATHAN COLE
CUMMINGS
Cummings, Robert, John I THE ROBERT J. AND LANA R. CUMMINGS TRUST GUARANTOR/TRUSTEE 07/2021 F N N 6932795
DATED JULY 1, 2021 F/B/O KAMERON RAE
CUMMINGS
DYER, CAMPBELL, ROBERT I THE CAMPBELL R. DYER IRREVOCABLE GST GUARANTOR/TRUSTEE 01/2019 F Y N 2787237
FAMILY TRUST DATED JANUARY 18, 2019
Dyer, Jennifer, Joy I THE CAMPBELL R. DYER IRREVOCABLE GST TRUSTEE 12/2022 F N N 7960052
FAMILY TRUST DATED JANUARY 18, 2019
Hesselbirg, Kevin, James I IRREVOCABLE INTERVIVOS TRUST OF SARA TRUSTEE 12/2022 F N N 6775713
HESSELBIRG DTD 12/18/19
Hesselbirg, Sara I 2020 KEVIN HESSELBIRG TRUST DTD 1/10/20 TRUSTEE 12/2022 F N N 7715380
Ijju, Vijayananda I FALCON 5 CAPITAL, LLC MEMBER 06/2021 C N N 7715423
JOHNSON, CHARLES, I THE CHARLES S. JOHNSON, JR. IRREVOCABLE GUARANTOR/TRUSTEE 09/2021 F N N 4514621
STERLING TRUST DATED SEPTEMBER 2, 2021; CHARLES S.
JOHNSON, JR., AS INVESTMENT TRUSTEE
Kumar, Vivek I FALCON 5 CAPITAL, LLC MEMBER 06/2021 C N N 7715420
LOCKWOOD, JANE, I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 4536937
MCCOLL
MCCOLL, HUGH, LEON I ACKTET CAPITAL MEMBER 11/2001 F N N 1790707
MCCOLL, HUGH, LEON I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 1790707
MCCOLL, JOHN, SPRATT I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 4535852
MCMAHAN, WILLIAM, I IRREVOCABLE TRUST FOR WILLIAM EDWIN GUARANTOR 04/2020 F Y N 2928080
EDWIN MCMAHAN, JR.
MCMAHAN, WILLIAM, I WEM RETIREMENT, LLC MEMBER 12/2012 E N N 8246591
EDWIN
Mehta, Manish I FALCON 5 CAPITAL, LLC MEMBER 06/2021 C N N 7715425
Miller, F., Jeffrey I FALCON 5 CAPITAL, LLC MEMBER 06/2021 C N N 7715427
OKEN, CELENE, DELGADO I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D N N 6521251
OKEN, MARC, DENIS I HIGH HOPES EQUITY II LLC MEMBER 08/2006 D Y N 6009489
Oesterling, Joesph I THE JOSEPH OESTERLING REVOCABLE LIVING TRUSTEE 11/2024 F N N 7892043
TRUST DATED NOVEMBER 19 2024
Oken, Richard, L. I 2020 IRREVOCABLE TRUST FOR MARC DENIS TRUSTEE 10/2020 F N N 7959871
OKEN UA DATED 10-19-20
PRICE, JOE, LEE I CP LEGACY TRUST DATED AS OF 11/2/20 TRUSTEE 12/2022 F Y N 7243606
Simpson, James, R. I IRREVOCABLE TRUST FOR WILLIAM EDWIN TRUSTEE 12/2022 F N N 7959880
MCMAHAN, JR.
Stack, Stephen, Craig I FALCON 5 CAPITAL, LLC MEMBER 06/2021 C N N 7715387
Walker, Joanna, Price I JP FAMILY TRUST TRUSTEE 12/2022 F N N 7960040
SECTION 4.C. Control Persons
Yes No
C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or indirectly, control your management or policies?
If yes, you must complete the information below for each control person not named in Section 1.A., Section 4.A., or Section 4.B. that directly or
indirectly controls your management or policies.
No Information Filed
SECTION 4.D. Control Persons - Public Reporting Companies
No Information Filed
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing business, and how we can contact you.
A. Your full legal name:
FALFURRIAS EQUITY PARTNERS VI LLC
B. Name under which you primarily conduct your advisory business, if different from Section 1.A. above or Item 1.A. of the filing adviser's Form ADV Part
1A.
C. List any other business names and the jurisdictions in which you use them. Complete this question for each other business name.
No Information Filed
You do not have to include the names or jurisdictions of the filing adviser or other relying adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system (other than the filing
adviser's CRD number), your CRD number:
341894
No Information Filed
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD number of one of your officers, employees, or affiliates (including the filing
adviser).
E. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Same as the filing adviser.
Number and Street 1: Number and Street 2:
100 N. TRYON STREET, SUITE 4100
City: State: Country: ZIP+4/Postal Code:
CHARLOTTE North Carolina United States 28202
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
8:00AM - 5:30PM
(3) Telephone number at this location:
704-371-3220
(4) Facsimile number at this location, if any:
704-333-0185
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.
H. If you have Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
SECTION 2 SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain registered) with the SEC. You must check at least one of the
Sections 2.A.(1) through 2.A.(8), below. Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to
each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I
will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to file an amendment to this umbrella registration to remove this
Schedule R if, on the 120th day after this application for umbrella registration with the SEC becomes effective, I would be prohibited by
Section 203A(a) of the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to
register as an investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15 states to register as an investment adviser with the state
securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those
states.
(8) have received an SEC Order exempting you from the prohibition against registration with the SEC. If you check this box, provide the
following information:
Application Number: 803- Date of Order:
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Delaware United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed.
SECTION 4.A. Direct Owners and Executive Officers
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls you.
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, director and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of
a class of your voting securities. For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or
right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution,
or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed,
5% or more of your capital, and (ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported on Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country,
or "I" if the owner or executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder,
or member; and for shareholders or members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect owners
you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able to
manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Title or Status Date Title or Ownership Control PR CRD No.
(Individuals: Last Name, First Name, Middle Name) Status Code Person If None: S.S. No. and
Acquired Date of Birth, IRS Tax
MM/YYYY No. or Employer ID
No.
2020 KEVIN HESSELBIRG TRUST DTD 1/10/20 DE MEMBER 03/2025 NA N N
ACKTET CAPITAL DE MEMBER 03/2025 NA N N
ARGYLE MANAGEMENT LLC DE MEMBER 03/2025 NA N N
AUSTIN, KATHLEEN, ROSE I MEMBER 03/2025 NA N N 7531650
BRADY, STEPHEN I MEMBER 03/2025 NA N N 7713935
BUENO, NICHOLAS, MIGUEL I MEMBER 03/2025 NA N N 7098281
Brandt, Amy I MEMBER 03/2025 NA N N 7892040
CP LEGACY TRUST DATED AS OF 11/2/20 DE MEMBER 03/2025 NA Y N xxx-xx-xxxx
Cummings, Robert, John I MEMBER 03/2025 NA N N 6932795
DYER, CAMPBELL, ROBERT I MEMBER AND 03/2025 NA Y N 2787237
MEMBER OF
INVESTMENT
COMMITTEE
EVANS, DAVID, THOMAS I MEMBER 03/2025 NA N N 4694172
Early, Jubal, Anderson I MEMBER 03/2025 NA N N 7142491
FROST, JULIA, MARIE I MEMBER 03/2025 NA N N 6824265
Gates, Lindsay I MEMBER 03/2025 NA N N 7892044
Graybeal, Brian I MEMBER 03/2025 NA N N 7531664
Green, Rebecca I MEMBER 03/2025 NA N N 7892030
HEIDEL, ROBERT, LLOYD I MEMBER 08/2020 NA Y N 7530876
Hubbard, Carolyn I MEMBER 03/2025 NA N N 6932810
Hubbard, Terry, Lynn I MEMBER 03/2025 NA N N 6932812
Hundley, Grant I MEMBER 03/2025 NA N N 7531654
IRREVOCABLE INTERVIVOS TRUST OF SARA HESSELBIRG DTD DE MEMBER 03/2025 NA N N
12/18/19
IRREVOCABLE TRUST FOR WILLIAM EDWIN MCMAHAN, JR. DE MEMBER 04/2025 A Y N xxx-xx-xxxx
JOHNSON, CHARLES, STERLING I MEMBER AND 03/2025 NA N N 4514621
MEMBER OF
INVESTMENT
COMMITTEE
JORDAN, MICHAEL, JOHN I MEMBER 03/2025 NA N N 7243615
JP FAMILY TRUST DE MEMBER 03/2025 NA N N xxx-xx-xxxx
KILIAN, MATTHEW I MEMBER 03/2025 NA N N 6485523
LIFETIME TRUST U/A 2020 IRREVOCABLE TRUST BY KENNETH DE MEMBER 04/2025 NA Y N xxx-xx-xxxx
D. WALKER DATED NOVEMBER 4, 2020; TARA LYNN WALKER,
AS TRUSTEE
Lloyd, William I MEMBER 03/2025 NA N N 7892033
Lundquist, Christopher I MEMBER 03/2025 NA N N 7531666
MCCOLL BROTHERS LOCKWOOD LLC DE MEMBER 03/2025 A N N
MCCOLL, HUGH, LEON I MEMBER 03/2025 NA N N 6345800
MCMAHAN, WILLIAM, EDWIN I MEMBER AND 03/2025 B Y N 2928080
MEMBER OF
INVESTMENT
COMMITTEE
MICHAEL SCOTT CLIFTON REVOCABLE TRUST DATED DE MEMBER 03/2025 NA N N xxx-xx-xxxx
SEPTEMBER 27, 2023
McMahan, Suzy I MEMBER 03/2025 NA N N 7892037
PATEL, SHUBHAM I MEMBER 03/2025 NA N N 8245711
PRICE, JOE, LEE I MEMBER AND 03/2025 NA Y N 7243606
MEMBER OF
INVESTMENT
COMMITTEE
Pierson, George, Woodward I MEMBER AND 03/2025 NA N N 6932816
MEMBER OF
INVESTMENT
COMMITTEE
ROUGH RIDER 74, LLC DE MEMBER 03/2025 B N N xxx-xx-xxxx
SCHONBERG, JOSEPH, J I MEMBER 03/2025 NA N N 2839566
SOMERS, MARY-ANN I MEMBER 03/2025 NA N N 8245712
SPACH, WILLIAM, H I MEMBER 03/2025 NA N N 7713960
SULLIVAN, BURR, WILSON I MEMBER AND 03/2025 NA Y N 5960756
MEMBER OF
INVESTMENT
COMMITTEE
THE CELENE D. OKEN 2025 IRREVOCABLE TRUST DE MEMBER 04/2025 A N N xxx-xx-xxxx
THE CHARLES S. JOHNSON, JR. IRREVOCABLE TRUST DATED DE MEMBER 03/2025 NA N N xxx-xx-xxxx
SEPTEMBER 2, 2021; CHARLES S. JOHNSON, JR., AS
INVESTMENT TRUSTEE
THE GEORGE W. PIERSON, JR. IRREVOCABLE TRUST DATED DE MEMBER 03/2025 NA N N xxx-xx-xxxx
AUGUST 24, 2021; GEORGE W. PIERSON, JR., AS
INVESTMENT TRUSTEE
THE JOSEPH OESTERLING REVOCABLE LIVING TRUST DATED DE MEMBER 03/2025 NA N N xxx-xx-xxxx
NOVEMBER 19 2024
THE MARC D. OKEN 2024 FAMILY TRUST DE MEMBER 04/2025 A Y N xxx-xx-xxxx
THE ROBERT J. AND LANA R. CUMMINGS TRUST DATED JULY 1, DE MEMBER 03/2025 NA N N xxx-xx-xxxx
2021 F/B/O JOHNATHAN COLE CUMMINGS
THE ROBERT J. AND LANA R. CUMMINGS TRUST DATED JULY 1, DE MEMBER 03/2025 NA N N xxx-xx-xxxx
2021 F/B/O KAMERON RAE CUMMINGS
WALKER, WALTER, WINGFIELD I MEMBER AND 03/2025 NA Y N 2319393
MEMBER OF
INVESTMENT
COMMITTEE
WEM RETIREMENT LLC DE MEMBER 03/2025 NA N N
WILCOX, KELSEY, RADKE I MEMBER 03/2025 NA Y N 5777847
WILLIAM W. LOVETTE, JR. IRREVOCABLE TRUST DATED JUNE DE MEMBER 03/2025 NA N N xxx-xx-xxxx
5, 2019
WOOTTON, MARYBETH I MEMBER 03/2025 NA N N 8245715
Walker, Kenneth, Daniel I MEMBER AND 03/2025 NA Y N 7243609
MEMBER OF
INVESTMENT
COMMITTEE
Watters, Mark, Harrison I MEMBER 03/2025 NA N N 6715549
Wile, Brad I MEMBER 03/2025 NA N N 7715381
SECTION 4.B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete Section 4.A., which asks for information about your direct
owners
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or
direct the sale of, 25% or more of a class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same
residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or
15(d) of the Exchange Act) is reached, no further ownership information need be given.
(4) In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign
country, or "I" if the owner is an individual.
(5) Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
(7) (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and
trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the IARD system to pre-fill Schedule B with the same indirect
owners you have provided in Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields for you, but you will be able
to manually edit the information after it is pre-filled and before you submit your filing.
FULL LEGAL NAME DE/FE/I Entity in Which Interest is Owned Status Date Ownership Control PR CRD No.
(Individuals: Last Name, Status Code Person If None:
First Name, Middle Name) Acquired S.S. No.
MM/YYYY and Date
of Birth,
IRS Tax
No. or
Employer
ID No.
CLIFTON, MICHAEL, S I MICHAEL SCOTT CLIFTON REVOCABLE TRUST TRUSTEE 12/2022 F N N 4591612
DATED SEPTEMBER 27, 2023
Cummings, Robert, John I THE ROBERT J. AND LANA R. CUMMINGS TRUST GUARANTOR/TRUSTEE 07/2021 F N N 6932795
DATED JULY 1, 2021 F/B/O KAMERON RAE
CUMMINGS
Cummings, Robert, John I THE ROBERT J. AND LANA R. CUMMINGS TRUST GUARANTOR/TRUSTEE 07/2021 F N N 6932795
DATED JULY 1, 2021 F/B/O JOHNATHAN COLE
CUMMINGS
Hesselbirg, Kevin, James I IRREVOCABLE INTERVIVOS TRUST OF SARA TRUSTEE 12/2022 F N N 6775713
HESSELBIRG DTD 12/18/19
Hesselbirg, Sara I 2020 KEVIN HESSELBIRG TRUST DTD 1/10/20 TRUSTEE 12/2022 F N N 7715380
JOHNSON, CHARLES, I THE CHARLES S. JOHNSON, JR. IRREVOCABLE GUARANTOR/TRUSTEE 09/2021 F N N 4514621
STERLING TRUST DATED SEPTEMBER 2, 2021; CHARLES S.
JOHNSON, JR., AS INVESTMENT TRUSTEE
LOCKWOOD, JANE, I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 4536937
MCCOLL
LOVETTE, WILLIAM I ROUGH RIDER 74, LLC MEMBER 03/2025 D N N 7531669
LOVETTE, WILLIAM I WILLIAM W. LOVETTE, JR. IRREVOCABLE TRUST TRUSTEE 06/2019 F N N 7531669
DATED JUNE 5, 2019
MCCOLL, HUGH, LEON I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 1790707
MCCOLL, HUGH, LEON I ACKTET CAPITAL MEMBER 12/2001 F N N 1790707
MCCOLL, HUGH, LEON I ARGYLE MANAGEMENT LLC MEMBER 12/2001 D N N 1790707
MCCOLL, JOHN, SPRATT I MCCOLL BROTHERS LOCKWOOD LLC MEMBER 11/2001 C N N 4535852
MCCOLL, TANNER I ARGYLE MANAGEMENT LLC MEMBER 12/2001 C N N 8245718
MCMAHAN, WILLIAM, I IRREVOCABLE TRUST FOR WILLIAM EDWIN GUARANTOR 04/2020 F Y N 2928080
EDWIN MCMAHAN, JR.
MCMAHAN, WILLIAM, I WEM RETIREMENT LLC MEMBER 12/2012 E N N 8246591
EDWIN
OKEN, CELENE, DELGADO I THE CELENE D. OKEN 2025 IRREVOCABLE MEMBER 08/2006 F N N 6521251
TRUST
OKEN, MARC, DENIS I THE MARC D. OKEN 2024 FAMILY TRUST MEMBER 08/2006 F Y N 6009489
Oesterling, Joesph I THE JOSEPH OESTERLING REVOCABLE LIVING TRUSTEE 11/2024 F N N 7892043
TRUST DATED NOVEMBER 19 2024
PRICE, JOE, LEE I CP LEGACY TRUST DATED AS OF 11/2/20 TRUSTEE 10/2020 F Y N 7243606
Pierson, George, I THE GEORGE W. PIERSON, JR. IRREVOCABLE GUARANTOR/TRUSTEE 08/2021 F N N 6932816
Woodward TRUST DATED AUGUST 24, 2021; GEORGE W.
PIERSON, JR., AS INVESTMENT TRUSTEE
Simpson, James, R. I IRREVOCABLE TRUST FOR WILLIAM EDWIN TRUSTEE 12/2022 F N N 7959880
MCMAHAN, JR.
Walker, Joanna, Price I JP FAMILY TRUST TRUSTEE 09/2020 F N N 7960040
Walker, Kenneth, Daniel I LIFETIME TRUST U/A 2020 IRREVOCABLE TRUST GUARANTOR 11/2020 F Y N 7243609
BY KENNETH D. WALKER DATED NOVEMBER 4,
2020; TARA LYNN WALKER, AS TRUSTEE
Walker, Tara, Lynn I LIFETIME TRUST U/A 2020 IRREVOCABLE TRUST TRUSTEE 11/2020 F N N 7959906
BY KENNETH D. WALKER DATED NOVEMBER 4,
2020; TARA LYNN WALKER, AS TRUSTEE
SECTION 4.C. Control Persons
Yes No
C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or indirectly, control your management or policies?
If yes, you must complete the information below for each control person not named in Section 1.A., Section 4.A., or Section 4.B. that directly or
indirectly controls your management or policies.
No Information Filed
SECTION 4.D. Control Persons - Public Reporting Companies
No Information Filed
DRP Pages
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
Part 2
Exemption from brochure delivery requirements for SEC-registered advisers
SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a
brochure to all of your advisory clients, you do not have to prepare a brochure.
Yes No
Are you exempt from delivering a brochure to all of your clients under these rules?
If no, complete the ADV Part 2 filing below.
Amend, retire or file new brochures:
Brochure ID Brochure Name Brochure Type(s)
331392 FALFURRIAS MANAGEMENT PARTNERS Private funds or pools
LP - FORM ADV PART 2A MARCH 31,
2026
Part 3
CRS Type(s) Affiliate Info Retire
There are no CRS filings to display.
Execution Pages
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.
Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the
state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to
receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand
for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state
action, administrative proceeding or arbitration brought against you 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 your investment advisory business that is subject to the jurisdiction of the United States, 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 acts, or (ii) the laws of the state
in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under
penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other
information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
custody or possession of these books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
KELSEY WILCOX 03/31/2026
Printed Name: Title:
KELSEY WILCOX CHIEF COMPLIANCE OFFICER
Adviser CRD Number:
163076
NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or
other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such
persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or
papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or
arbitration brought against you 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 your investment advisory business that is subject to the jurisdiction of the United States, 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 acts, or (ii) the laws of any state in which you are submitting a
notice filing.
2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws
from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this
irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.
3. Non-Resident Investment Adviser Undertaking Regarding Books and Records
By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in
Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission,
correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940.
This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of
attorney or any of your general partners and managing agents.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both
certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits
and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
custody or possession of these books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
Printed Name: Title:
Adviser CRD Number:
163076