Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
SLP DENALI CO-INVEST, 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

2775 SAND HILL ROAD
SUITE 100
MENLO PARK, CA 94025
Phone Number: subscription required

Item 3. Related Persons

Name
N/A SLP DENALI CO-INVEST GP, L.L.C.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
THE GENERAL PARTNER OF THE ISSUER (THE GP)

Item 3. Related Persons

Name
N/A SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
THE MANAGING MEMBER OF THE GP (THE MM)

Item 3. Related Persons

Name
N/A SLTA III (GP), L.L.C.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
THE GENERAL PARTNER OF THE MM OF THE GP

Item 3. Related Persons

Name
N/A SILVER LAKE GROUP, L.L.C.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
THE MANAGING MEMBER OF THE GENERAL PARTNER OF THE MM OF THE GP (SILVER LAKE GROUP)

Item 3. Related Persons

Name
MICHAEL J. BINGLE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING PARTNER AND MANAGING DIRECTOR OF SILVER LAKE GROUP

Item 3. Related Persons

Name
SUSANNAH CARRIER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING DIRECTOR AND HEAD OF MARKETING AND INVESTOR RELATIONS OF SILVER LAKE GROUP

Item 3. Related Persons

Name
JAMES A. DAVIDSON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
CO-FOUNDER, MANAGING PARTNER AND MANAGING DIRECTOR OF SILVER LAKE GROUP

Item 3. Related Persons

Name
EGON DURBAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING PARTNER AND MANAGING DIRECTOR OF SILVER LAKE GROUP

Item 3. Related Persons

Name
KENNETH HAO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING PARTNER AND MANAGING DIRECTOR OF SILVER LAKE GROUP

Item 3. Related Persons

Name
KAREN M. KING
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING DIRECTOR AND CHIEF LEGAL OFFICER OF SILVER LAKE GROUP

Item 3. Related Persons

Name
GREGORY K. MONDRE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING PARTNER AND MANAGING DIRECTOR OF SILVER LAKE GROUP

Item 3. Related Persons

Name
ANDREW J. WAGNER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF SILVER LAKE GROUP

Item 4. Industry Group

POOLED INVESTMENT FUND - PRIVATE EQUITY 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:
10/11/2013

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
  • Other: LIMITED PARTNERSHIP 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
0

Item 13. Offering and Sales Amounts

Total Offering Amount
350000000
Total Amount Sold
350000000
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:
22

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
Clarification of Response

Signature and Submission

Issuer Name
SLP DENALI CO-INVEST, L.P.
Issuer Signature
/S/ JAMES A. DAVIDSON
Signer Name
JAMES A. DAVIDSON
Signer Title
MANAGING MEMBER OF SILVER LAKE GROUP
Signature Date
10/25/2013

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