Form D/A
View Original Filing
Notice of Exempt Offering of Securities
Item 1. Issuer's Identity
Name of Issuer:
PALO ALTO HEALTHCARE FUND II L P
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago
Entity Type
LIMITED PARTNERSHIP
Item 2 Issuer Principal Place of Business and Contact Information
470 UNIVERSITY AVENUE
PALO ALTO, CA 94301
Phone Number:
subscription required
Item 3. Related Persons
Name
N/A PALO ALTO INVESTORS, LLC
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER
Item 3. Related Persons
Name
PATRICK Y. LEE
Address
subscription required
Relationship(s)
Clarification of Response
MANAGER OF PALO ALTO INVESTORS, LLC, GENERAL PARTNER
Item 3. Related Persons
Name
ANTHONY JOON YUN
Address
subscription required
Relationship(s)
Clarification of Response
MANAGER OF PALO ALTO INVESTORS, LLC, GENERAL PARTNER
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:
07/01/2006
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
- Other: LIMITED PARTNER 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
1000000
Item 12. Sales Compensation
Recipient
FRONTIER SOLUTIONS, LLC
Recipient CRD Number
136102
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
4200 NORTHSIDE PARKWAY
BUILDING 11, SUITE 200
ATLANTA, GA 30327
States of Solicitation
- AL
- AZ
- AR
- CA
- CO
- CT
- DE
- DC
- FL
- GA
- IL
- IN
- KY
- MD
- MA
- NJ
- NY
- NC
- OH
- PA
- TN
- TX
- UT
- VA
- WA
Item 12. Sales Compensation
Recipient
MORGAN STANLEY SMITH BARNEY LLC
Recipient CRD Number
149777
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
2000 WESTCHESTER AVENUE
PURCHASE, NY 10577-2530
States of Solicitation
Item 13. Offering and Sales Amounts
Total Offering Amount
500000000
Total Amount Sold
317571018
Total Remaining to be Sold
182428982
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,
Yes
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
169
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response
THE ISSUER DOES NOT PAY ANY SALES COMMISSIONS OR FINDERS' FEES EXPENSES. THE GENERAL PARTNER OF THE ISSUER PAYS A PORTION OF THE MANAGEMENT FEES IT RECEIVES FROM THE ISSUER TO FRONTIER SOLUTIONS, LLC AND MORGAN STANLEY SMITH BARNEY LLC.
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
NONE, ALTHOUGH THE GENERAL PARTNER OF THE ISSUER RECEIVES INVESTMENT MANAGEMENT FEES AND A SPECIAL PROFIT ALLOCATION.
Signature and Submission
Issuer Name
PALO ALTO HEALTHCARE FUND II L P
Issuer Signature
PATRICK LEE
Signer Name
PATRICK LEE
Signer Title
MANAGING MEMBER OF PALO ALTO INVESTORS, LLC, GP
Signature Date
04/25/2014