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
DELAWARE
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 PAI LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF ISSUER

Item 3. Related Persons

Name
PATRICK Y. LEE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ANTHONY JOON YUN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

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
MMX GLOBAL PARTNERS, LLC
Recipient CRD Number
286531
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
328 BARRY AVE S
SUITE 205
WAYZATA, MN 55391
States of Solicitation
  • ALL STATES

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 AVE
PURCHASE, NY 10577-2530
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
566646018
Total Remaining to be Sold
INDEFINITE
Clarification of Response
THIS IS A CONTINUOUS OFFERING. THE AMOUNT DISCLOSED IS THE GROSS AMOUNT OF INTEREST SOLD BY THE ISSUER AND DOES NOT INCLUDE REDEMPTIONS BY INVESTORS. THE NUMBER OF INVESTORS DISCLOSED IN ITEM 14 BELOW IS AN ESTIMATE AND DOES NOT INCLUDE REDEMPTIONS.

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:
231

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 INVESTMENT MANAGER OF THE ISSUER PAYS A PORTION OF THE MANAGEMENT FEES IT RECEIVES FROM THE ISSUER TO MMX GLOBAL PARTNERS 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
CUSTOMARY ADVISORY FEES ARE PAID BY THE ISSUER TO THE GENERAL PARTNER AND INVESTMENT MANAGER (AS APPLICABLE) AS PROVIDED FOR IN THE ISSUER'S OFFERING MATERIALS.

Signature and Submission

Issuer Name
PALO ALTO HEALTHCARE FUND II L P
Issuer Signature
/S/ PATRICK LEE
Signer Name
PATRICK LEE
Signer Title
MANAGING MEMBER
Signature Date
04/02/2018

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