Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ESL PARTNERS, L.P.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • ESL PARTNERS II, L.P.
  • ESL PARTNERS LP
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

200 GREENWICH AVENUE
GREENWICH, CT 06830
Phone Number: subscription required

Item 3. Related Persons

Name
N/A RBS PARTNERS, L.P.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
GENERAL PARTNER OF THE ISSUER (THE GP)

Item 3. Related Persons

Name
N/A ESL INVESTMENTS, INC.
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
GENERAL PARTNER OF RBS PARNERS, L.P.

Item 3. Related Persons

Name
EDWARD S. LAMPERT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF ESL INVESTMENTS, INC.

Item 3. Related Persons

Name
WILLIAM C. CROWLEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF ESL INVESTMENTS, INC.

Item 3. Related Persons

Name
ADRIAN J. MAIZEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF ESL INVESTMENTS, INC.

Item 3. Related Persons

Name
WILLIAM R. HARKER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
OF ESL INVESTMENTS, INC.

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:
10/19/1989

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
10000

Item 12. Sales Compensation

Recipient
GOLDMAN, SACHS CO.
Recipient CRD Number
361
(Associated) Broker or Dealer)
GOLDMAN, SACHS CO.
(Associated) Broker or Dealer CRD Number
361
Address
85 BROAD STREET
NEW YORK, NY 10004
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
9163404064
Total Remaining to be Sold
INDEFINITE
Clarification of Response
TOTAL AMOUNT SOLD REPRESENTS GROSS CAPITAL RAISED TO DATE, AND INCLUDES CAPITAL RAISED BY ESL LTD AND INVESTED IN THE ISSUER. THE ISSUER WAS FORMED IN 1989.

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:
236

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
21517000.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
SALES COMMISSIONS REPRESENTS AMOUNT PAID TO DATE. ISSUER WAS FORMED IN 1989.

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
ESL PARTNERS, L.P.
Issuer Signature
ADRIAN J. MAIZEY
Signer Name
ADRIAN J. MAIZEY
Signer Title
CFO OF ESL INVESTMENTS, INC., THE GP OF THE GP OF THE ISSUER
Signature Date
12/30/2011

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