Form D/A

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
RIVERWOOD CAPITAL PARTNERS II L.P.
Jurisdiction of Incorporation/Organization
CA
Year of Incorporation/Organization
2013

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

70 WILLOW ROAD, SUITE 100
MENLO PARK, CA 94025-3652
Phone Number: subscription required

Item 3. Related Persons

Name
N/A RIVERWOOD CAPITAL II L.P.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
THE GENERAL PARTNER OF THE ISSUER (THE GP).

Item 3. Related Persons

Name
N/A RIVERWOOD CAPITAL GP II LTD.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
THE GENERAL PARTNER OF THE GP OF THE ISSUER.

Item 3. Related Persons

Name
MICHAEL E. MARKS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
OF THE GENERAL PARTNER OF THE GP AND LIMITED PARTNER OF THE GP.

Item 3. Related Persons

Name
CHRISTOPHER VARELAS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
OF THE GENERAL PARTNER OF THE GP AND LIMITED PARTNER OF THE GP.

Item 3. Related Persons

Name
THOMAS J. SMACH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
OF THE GENERAL PARTNER OF THE GP AND LIMITED PARTNER OF THE GP.

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

Amendment
Date of First Sale in this Offering:
12/23/2013

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 12. Sales Compensation

Recipient
PARK HILL GROUP LLC
Recipient CRD Number
135898
(Associated) Broker or Dealer)
PARK HILL GROUP LLC
(Associated) Broker or Dealer CRD Number
135898
Address
101 CALIFORNIA STREET, SUITE 1010
SAN FRANCISCO, CA 94111
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
818150000
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:
74

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
4240000.0 Is an estimate
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
RIVERWOOD CAPITAL PARTNERS II L.P.
Issuer Signature
/S/ THOMAS J. SMACH
Signer Name
THOMAS J. SMACH
Signer Title
DIRECTOR
Signature Date
05/13/2014
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