Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
NEEDHAM EMERGING GROWTH PARTNERS LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O NEEDHAM INVESTMENT MANAGEMENT LLC
445 PARK AVE
NEW YORK, NY 10022
Phone Number: subscription required

Item 3. Related Persons

Name
GEORGE A. NEEDHAM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GEORGE A. NEEDHAM IS THE PRINICIPAL OF NEEDHAM INVESTMENT MANAGEMENT L.L.C., THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
JAMES W. GIANGRASSO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MR. GIANGRASSO SERVES AS THE CHIEF FINANCIAL OFFICER OF NEEDHAM INVESTMENT MANAGEMENT L.L.C., THE GENERAL PARTNER OF THE ISSUER.

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer 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

Amendment
Date of First Sale in this Offering:
07/17/1992

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

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
500000

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
308549572
Total Remaining to be Sold
INDEFINITE
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:
106

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

Signature and Submission

Issuer Name
NEEDHAM EMERGING GROWTH PARTNERS LP
Issuer Signature
/S/ JAMES W. GIANGRASSO
Signer Name
JAMES W. GIANGRASSO
Signer Title
CHIEF FINANCIAL OFFICER OF THE GENERAL PARTNER OF THE ISSUER
Signature Date
03/15/2013

Elevate your investments