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Form D/A

Form D/A for HARBERT DISCOVERY FUND, LP

Accession Number: 0000919574-21-006615
Date: 2021-11-05
Edgar Link
FORM D
Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)  Checkbox not checked None Entity Type
0001626127
HARBERT MICROCAP PARTNERS FUND, LP
 Radio button not checked Corporation
 Radio button checked Limited Partnership
 Radio button not checked  Limited Liability Company
 Radio button not checked  General Partnership
 Radio button not checked  Business Trust
 Radio button not checked Other 
Name of Issuer
 Harbert Discovery Fund, LP
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
 Radio button checked Over Five Years Ago
 Radio button not checked Within Last Five Years (Specify Year)
 
 Radio button not checked Yet to Be Formed
 
  
  
 
2. Principal Place of Business and Contact Information
Name of Issuer
 Harbert Discovery Fund, LP
Street Address 1 Street Address 2
 HARBERT DISCOVERY FUND GP, LLC
 2100 THIRD AVENUE NORTH, SUITE 600
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
 BIRMINGHAM
 ALABAMA
 
 35203
 205-987-5500 




3. Related Persons

Last Name First Name Middle Name
Harbert Discovery Fund GP, LLC
--
--
Street Address 1 Street Address 2
 2100 Third Avenue North 
 Suite 600
City State/Province/Country ZIP/Postal Code
 Birmingham
 ALABAMA
 35203
 
Relationship:  Checkbox checked Executive Officer  Checkbox not checked Director  Checkbox not checked Promoter
Clarification of Response (if Necessary)
General Partner



Last Name First Name Middle Name
Harbert Fund Advisors, Inc.
--
--
Street Address 1 Street Address 2
 2100 Third Avenue North 
 Suite 600
City State/Province/Country ZIP/Postal Code
 Birmingham
 ALABAMA
 35203
 
Relationship:  Checkbox checked Executive Officer  Checkbox not checked Director  Checkbox not checked Promoter
Clarification of Response (if Necessary)
Investment Advisor





4. Industry Group
  Radio button not checked Agriculture
Banking & Financial Services
   Radio button not checked   Commercial Banking
   Radio button not checked   Insurance
   Radio button not checked Investing
   Radio button not checked   Investment Banking
   Radio button checked   Pooled Investment Fund

*Is the issuer registered as an investment company under the Investment Company Act of 1940?
 Radio button not checked Yes   Radio button checked No
   Radio button not checked Other Banking & Financial Services
 Radio button not checked   Business Services
Energy
   Radio button not checked   Coal Mining
   Radio button not checked   Electric Utilities
   Radio button not checked   Energy Conservation
   Radio button not checked   Environmental Services
   Radio button not checked   Oil & Gas
   Radio button not checked   Other Energy
Health Care
   Radio button not checked   Biotechnology
   Radio button not checked   Health Insurance
   Radio button not checked   Hospitals & Physicians
   Radio button not checked   Pharmaceuticals
   Radio button not checked   Other Health Care
     
     
     
   
 Radio button not checked   Manufacturing
Real Estate
   Radio button not checked Commercial
   Radio button not checked Construction
   Radio button not checked REITS & Finance
   Radio button not checked Residential
 Radio button not checked Other Real Estate
 Radio button not checked   Retailing
 Radio button not checked Restaurants
Technology
 Radio button not checked   Computers
 Radio button not checked   Telecommunications
 Radio button not checked  Other Technology
Travel
 Radio button not checked  Airlines & Airports
 Radio button not checked  Lodging & Conventions
 Radio button not checked  Tourism & Travel Services
 Radio button not checked  Other Travel
 Radio button not checked Other

  
   
5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
 Radio button not checked No Revenues  Radio button not checked   No Aggregate Net Asset Value
 Radio button not checked   $1 - $1,000,000  Radio button not checked $1 - $5,000,000
 Radio button not checked   $1,000,001 - $5,000,000  Radio button not checked   $5,000,001 - $25,000,000
 Radio button not checked $5,000,001 - $25,000,000  Radio button not checked   $25,000,001 - $50,000,000
 Radio button not checked $25,000,001 - $100,000,000  Radio button not checked   $50,000,001 - $100,000,000
 Radio button not checked   Over $100,000,000  Radio button not checked   Over $100,000,000
 Radio button not checked   Decline to Disclose   Radio button checked Decline to Disclose
 Radio button not checked   Not Applicable  Radio button not checked   Not Applicable

 
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
 Checkbox not checked Rule 504(b)(1) (not (i), (ii)
or (iii))
 Checkbox checked Rule 506(b)        
 Checkbox not checked Rule 504 (b)(1)(i)  Checkbox not checked Rule 506(c)
 Checkbox not checked Rule 504 (b)(1)(ii)  Checkbox not checked Securities Act Section 4(a)(5)
 Checkbox not checked Rule 504 (b)(1)(iii)  Checkbox checked Investment Company Act Section 3(c)
 Checkbox not checked Section 3(c)(1)  Checkbox not checked Section 3(c)(9)
 Checkbox not checked Section 3(c)(2)  Checkbox not checked Section 3(c)(10)
 Checkbox not checked Section 3(c)(3)  Checkbox not checked Section 3(c)(11)
 Checkbox not checked Section 3(c)(4)  Checkbox not checked Section 3(c)(12)
 Checkbox not checked Section 3(c)(5)  Checkbox not checked Section 3(c)(13)
 Checkbox not checked Section 3(c)(6)  Checkbox not checked Section 3(c)(14)
 Checkbox checked Section 3(c)(7)
 
 

7. Type of Filing
 Checkbox not checked   New Notice Date of First Sale 
2014-11-10
 Checkbox not checked   First Sale Yet to Occur
 Checkbox checked   Amendment


 
 
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?  Radio button checked   Yes  Radio button not checked   No
 
 
9. Type(s) of Securities Offered (select all that apply)
 Checkbox checked Pooled Investment Fund Interests  Checkbox not checked Equity
 Checkbox not checked Tenant-in-Common Securities  Checkbox not checked Debt
 Checkbox not checked Mineral Property Securities  Checkbox not checked Option, Warrant or Other Right to Acquire Another Security
 Checkbox not checked Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security  Checkbox not checked Other (describe)
 
 
 
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?  Radio button not checked   Yes  Radio button checked   No
Clarification of Response (if Necessary)
 
 
 
11. Minimum Investment
Minimum investment accepted from any outside investor $
 250000
USD

12. Sales Compensation
Recipient  Recipient CRD Number  Checkbox not checked None
 HMC Investments, Inc.
 40581
(Associated) Broker or Dealer  Checkbox checked None (Associated) Broker or Dealer CRD Number  Checkbox checked None
  
  
Street Address 1       Street Address 2
2100 THIRD AVENUE NORTH
SUITE 600
City State/Province/Country ZIP/Postal Code
 BIRMINGHAM
 ALABAMA
 35203
State(s) of Solicitation  Checkbox not checked All States  Checkbox not checked Foreign/Non-US
 
ALABAMA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
KANSAS
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
NEVADA
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
TENNESSEE
TEXAS
VIRGINIA
WISCONSIN




13. Offering and Sales Amounts
 
Total Offering Amount $
 
USD  Checkbox checked Indefinite
Total Amount Sold $
48470000
USD
Total Remaining to be Sold $
 
USD  Checkbox checked Indefinite
Clarification of Response (if Necessary)
  
 
14. Investors

 Checkbox checked Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
3 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
35
 
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $
0
USD  Checkbox checked Estimate
Finders' Fees $
0
USD  Checkbox checked Estimate
Clarification of Response (if Necessary)
HMC Investments Inc. (HMCI), an affiliate of the Issuer, serves as the Issuer's placement agent. The Issuer's Investment Advisor pays all fees of HMCI, none of which are based on sales volumes.
 

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $ 
0
USD  Checkbox checked Estimate
Clarification of Response (if Necessary)
The Investment Advisor receives customary management fees.

Signature and Submission
 
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
All Issuers Signature Name of Signer Title Date
Harbert Discovery Fund, LP /s/John W. McCullough John W. McCullough Executive V.P. of the Managing Member of the General Partner 2021-11-05