Form D/A

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
DIALECTIC ANTITHESIS PARTNERS, LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • DIALECTIC ANTITHESIS PARTNERS, LP
  • DIALECTIC ANTITHESIS PARTNERS L P
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O DIALECTIC CAPITAL, LLC
875 THIRD AVENUE, 15TH FLOOR
NEW YORK, NY 10022
Phone Number: subscription required

Item 3. Related Persons

Name
JOHN FICHTHORN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
JOHN FICHTHORN IS A MANAGING MEMBER OF DIALECTIC CAPITAL, LLC, THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
LUKE FICHTHORN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
LUKE FICHTHORN IS A MANAGING MEMBER OF DIALECTIC CAPITAL, 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

  • 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
1000000

Item 12. Sales Compensation

Recipient
GEORGE Y, RAGSDALE II
Recipient CRD Number
1995650
(Associated) Broker or Dealer)
REDWINE COMPANY
(Associated) Broker or Dealer CRD Number
39616
Address
5955 CARNEGIE BLVD
SUITE 225
CHARLOTTE, NC 28209
States of Solicitation
  • NY
  • NJ

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
472400660
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:
88

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 PERSONS/ENTITIES LISTED IN ITEM 12 ABOVE ARE PAID DIRECTLY OR INDIRECTLY COMMISSIONS OR SIMILAR SALES COMPENSATION EQUAL TO A PERCENTAGE OF THE FEE PAID TO THE GENERAL PARTNER FROM THE ASSETS UNDER MANAGEMENT AND/OR THE INCENTIVE ALLOCATION.

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

Signature and Submission

Issuer Name
DIALECTIC ANTITHESIS PARTNERS, LP
Issuer Signature
/S/ LUKE FICHTHORN
Signer Name
LUKE FICHTHORN
Signer Title
MANAGING MEMBER OF THE GENERAL PARTNER
Signature Date
08/16/2011
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