Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
1865G L.P.
Jurisdiction of Incorporation/Organization
CA
Year of Incorporation/Organization
2010

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE
LARCHMONT, NY 10538
Phone Number: subscription required

Item 3. Related Persons

Name
N/A DEER L.P.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
N/A DEER 1865 LTD.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
J. EDMUND COLLOTON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
SCOTT RING
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
SANDRA GRIPPO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
ROBIN S. CHANDRA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
DAVID J. COWAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
ROBERT P. GOODMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
JEREMY S. LEVINE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
ROBERT M. STAVIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 4. Industry Group

POOLED INVESTMENT FUND - VENTURE CAPITAL 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

New Notice
Date of First Sale in this Offering:
First Sale Yet to Occur

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

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 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
0
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:
0

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 Is an estimate
Clarification of Response
ANNUAL MANAGEMENT FEE TO AFFILIATE, AMOUNT TO BE PAID, NUMBER OF YEARS TO BE PAID AND EXTENT TO BE PAID OUT OF ADJUSTED GROSS PROCEEDS UNKNOWN AT THIS TIME.

Signature and Submission

Issuer Name
1865G L.P.
Issuer Signature
/S/ J. EDMUND COLLOTON
Signer Name
J. EDMUND COLLOTON
Signer Title
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER
Signature Date
12/29/2010

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