Form D/A

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
STEELHEAD NAVIGATOR MASTER, L.P.
Jurisdiction of Incorporation/Organization
BE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • STEELHEAD OFFSHORE CAPITAL, L.P.
  • STEELHEAD OFFSHORE CAPITAL LP
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O CITCO FUND SERVICES (BERMUDA) LTD
4TH FL.; MINTFLOWER PL., 8 PAR-LA-VILLE
HAMILTON, D0 HM08
Phone Number: subscription required

Item 3. Related Persons

Name
NOT APPLICABLE STEELHEAD OFFSHORE PARTNERS, LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
NOT APPLICABLE STEELHEAD PARTNERS, LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
OF STEELHEAD OFFSHORE PARTNERS, LLC, THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
J. MICHAEL JOHNSTON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
OF STEELHEAD PARTNERS, LLC, THE MANAGING MEMBER OF STEELHEAD OFFSHORE PARTNERS, LLC, THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
BRIAN K. KLEIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
OF STEELHEAD PARTNERS, LLC, THE MANAGING MEMBER OF STEELHEAD OFFSHORE PARTNERS, LLC, THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
BRENT EUGENE BINGE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF STEELHEAD PARTNERS, LLC, THE MANAGING MEMBER OF STEELHEAD OFFSHORE PARTNERS, LLC, THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
GREGORY MARTIN STEVENSON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF STEELHEAD PARTNERS, LLC, THE MANAGING MEMBER OF STEELHEAD OFFSHORE PARTNERS, LLC, THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
GRANT W. HULSE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF STEELHEAD PARTNERS, LLC, THE MANAGING MEMBER OF STEELHEAD OFFSHORE PARTNERS, LLC, THE GENERAL PARTNER OF THE ISSUER

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:
11/01/2004

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

  • Equity
  • 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
383069594
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:
1

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
STEELHEAD NAVIGATOR MASTER, L.P.
Issuer Signature
/S/J. MICHAEL JOHNSTON
Signer Name
J. MICHAEL JOHNSTON
Signer Title
MEMBER-MANAGER OF THE GP OF THE ISSUER
Signature Date
03/03/2011
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