Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
RULE ONE CAPITAL LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
2013

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O RULE ONE PARTNERS LLC
811 BEAR CREEK ROAD
MORELAND, 2Q 30259
Phone Number: subscription required

Item 3. Related Persons

Name
N/A RULE ONE PARTNERS LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF THE LIMITED PARTNERSHIP.

Item 3. Related Persons

Name
PHILIP B. TOWN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
PRINCIPAL MEMBER AND PORTFOLIO MANAGER OF THE GENERAL PARTNER OF THE LIMITED PARTNERSHIP.

Item 3. Related Persons

Name
JEFFREY C. TOWN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF INVESTOR RELATIONS OF THE GENERAL PARTNER OF THE LIMITED PARTNERSHIP.

Item 4. Industry Group

INVESTING

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:
08/01/2013

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 PARTNERSHIP INTERESTS IN THE PARTNERSHIP.

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
100000

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
8959709
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:
32

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
RULE ONE CAPITAL LP
Issuer Signature
/S/ PHILIP B. TOWN
Signer Name
PHILIP B. TOWN
Signer Title
PRINCIPAL MEMBER OF THE GENERAL PARTNER OF THE PARTNERSHIP
Signature Date
08/04/2015

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