Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
THIRD ROCK VENTURES III, L.P.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2013

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
Phone Number: subscription required

Item 3. Related Persons

Name
N/A THIRD ROCK VENTURES GP III, L.P.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
GENERAL PARTNER OF THE ISSUER (THE GENERAL PARTNER).

Item 3. Related Persons

Name
N/A TRV GP III, LLC
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
GENERAL PARTNER OF THE GENERAL PARTNER.

Item 3. Related Persons

Name
MARK LEVIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF THE GENERAL PARTNER'S GENERAL PARTNER.

Item 3. Related Persons

Name
KEVIN STARR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF THE GENERAL PARTNER'S GENERAL PARTNER.

Item 3. Related Persons

Name
ROBERT TEPPER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF THE GENERAL PARTNER'S GENERAL PARTNER.

Item 4. Industry Group

POOLED INVESTMENT FUND - VENTURE CAPITAL FUND

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
03/15/2013

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
150000

Item 13. Offering and Sales Amounts

Total Offering Amount
500000000
Total Amount Sold
500000000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
58

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 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.
0.0 Is an estimate
Clarification of Response
AN AFFILIATE OF THE GENERAL PARTNER WILL RECEIVE A FEE FOR MANAGEMENT SERVICES. THE FEE WILL BE A PERCENTAGE OF THE AGGREGATE SUBSCRIPTIONS OF THE ISSUER'S LIMITED PARTNERS.

Signature and Submission

Issuer Name
THIRD ROCK VENTURES III, L.P.
Issuer Signature
/S/ KEVIN STARR
Signer Name
KEVIN STARR
Signer Title
MANAGER OF THE GENERAL PARTNER'S GENERAL PARTNER
Signature Date
03/25/2013

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