Form D

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

Previous Name(s)

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)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
PATRICK Y. LEE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF PALO ALTO INVESTORS, LLC, GENERAL PARTNER

Item 3. Related Persons

Name
ANTHONY JOON YUN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
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
  • ALL STATES

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

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