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| Navy Capital Green Management LLC
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| CRD # | 299809 |
| SEC # | 801-115124 |
| CIK # | 0001764863, 0001760757 |
| AUM | |
| Employees | 7 (71% Investors, 0% Brokers) |
| Fees | |
| Minimum | |
| Phone | 646-916-4870 |
| Address | 28 Reichert Circle Westport, CT 06880 |
| Source | [IAPD] [EDGAR] [Website] [LinkedIn] |
| Total AUM ($M) |
|---|
| Fees and Compensation — Form ADV Part 2A (3/31/2023) [Brochure] |
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ITEM 5 FEES AND COMPENSATION Navy, either directly or indirectly through an affiliate, receives management fees and incentive allocations in connection with the management of the Funds. The fees and allocations applicable to the Funds are set forth in the relevant Investment Management Agreement and/or each applicable Fund’s Governing Documents. A brief summary of such fees is provided below. Management Fee Investors in the Funds generally pay Navy a management fee that ranges between 1% and 2% per annum (the “Management Fee”) of each Fund investor’s capital account balance as of the beginning of the month. With respect to investors in certain Funds who have made a full withdrawal of their capital account and whose only remaining interest in such Fund is in one or more “Special Situation Sub-Account(s)”, the Management Fee would be reduced to 0.25% per annum of the “Book Values” of such“Special Situation Sub- Account(s)” as of the first anniversary of such Fund investor’s effective withdrawal date. With respect to the Co-Invest Fund, Management Fees are based on capital commitments and are charged in arrears on an annual basis and/or are payable out of the distribution proceeds of a portfolio investment. Incentive Allocation Navy and/or its affiliates will be entitled to receive an incentive allocation (the “Incentive Allocation”) of up to 20% of net profits (including realized and unrealized gains), after deducting Management Fees and after making up for any losses carried forward from prior period(s). The timing of such Incentive Allocation varies depending on the Fund and, within particular Funds, on the terms of each class of interest or shares of such Fund, as set forth in the relevant Fund’s Governing Documents. See Item 6 for further discussion regarding performance-based compensation. Investors in Holdings, LLC are not charged a Management Fee or an Incentive Allocation. Navy and/or its affiliates occasionally enters into side letter agreements with certain investors in the Funds which provide certain investors with additional and/or different rights than the other investors in such Fund (including but not limited to reduced fees, access to information, minimum investment amounts and liquidity terms). Navy reserves the right to waive, reduce, rebate, or calculate differently the Management Fee and/or Incentive Allocation with respect to any investor in a Fund or with respect to certain Clients, including, without limitation, the current or former Navy principals and employees and their family members and any other entity organized or formed by any of the foregoing for tax, estate planning or charitable purposes. Navy typically deducts its fees directly from the Clients’ accounts. Expenses In addition to the fees and allocations described above, each Fund generally pays expenses incurred by it and reimburses Navy or its affiliates for certain expenses incurred on its behalf. Each Fund shall bear those expenses as set forth in the appropriate Governing Documents, as amended from time to time, including, but not limited to, some or all of the following: investment-related expenses (whether such investments are consummated or not) (e.g., brokerage commissions, exchange deposit and withdrawal fees, clearing and settlement charges, custodial fees, interest expenses, expenses relating to consultants, brokers or other professionals or advisors who provide research, advice or due diligence services with regardto investments, appraisal fees, and investment banking expenses); due diligence costs (including travel, such as, but not limited to, air and ground travel, lodging and meals); research costs and expenses (including fees for news, quotation and similar information and pricing services); registered agent/office fees; legal expenses (including, without limitation, the costs of ongoing legal advice and services, blue sky filings, securities filings (including Schedules 13D or 13G), and all costs and expenses related to or incurred in connection with Navy’s compliance obligations under applicable Federal, state or non-U.S. laws arising out of its relationship with the Funds, as well as extraordinary legal expenses, such as those related to litigation or regulatory investigations or proceedings; Management Fees; accounting fees and audit expenses; administrative fees; tax preparation expenses and any applicable tax liabilities (including transfer taxes and withholding taxes); valuation agent fees and expenses; other governmental charges or fees payable by the Funds; director and officer and/or errors and omissions liability insurance premiums or fiduciary liability insurance premiums for directors, officers, and personnel of Navy or its affiliates; costs of printing and mailing reports and notices; expenses incurred with regard to “special situation investments”; other similar expenses related to the Fund, in Navy or its affiliates’ sole discretion. To the extent that expenses are attributable to multiple Funds, such amounts will be allocated in accordance with Navy’s expense allocation policies, pursuant to which Navy will generally allocate such expenses pro rata based upon the respective position size of such applicable Fund when the expense is attributable to a specific investment and will generally allocate such expenses pro rata based upon the respective net asset value of such applicable Fund when the expense is not attributable to a specific investment. Notwithstanding the foregoing, Navy may make non-pro rata allocations as permitted by the expense allocation policy. With respect to “broken deal expenses”, the Funds will generally be required to bear their pro rata portion of broken deal expenses in accordance with the amount they were expected to invest in the unconsummated deal. Navy and/or its affiliate, as applicable, will make such judgments in a manner that it determines to be fair and ... |
| Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2023) [Brochure] |
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ITEM 7 TYPES OF CLIENTS As noted in Item 4 above, Navy provides investment management services on a discretionary basis to domestic and offshore private investment funds sponsored by Navy and/or its affiliate. Navy may, in the future, provide investment advisory services to other types of clients. The respective investment programs of the Funds and such additional clients may or may not overlap. Investors in the Funds may be individuals or institutions or other entities (including pension and profit- sharing plans, trusts, estates, charitable organizations, corporations, partnerships, funds of funds, and other business entities). The minimum initial subscription amount for investing in the Funds (as set forth in their respective Governing Documents) ranges from $50,000 to $1,000,000, generally subject to change or waiver at the discretion of Navy, or a Fund’s general partner or board of directors, as applicable. |
| Type | Form D Funds | Date | Sold | AUM |
|---|---|---|---|---|
| Other | Navy Capital Green Holdings II LLC | 2024-03-28 | 7.3 M | |
| Other | Navy Capital Green Holdings LLC | 2020-05-15 | 0.4 M | |
| Other | Navy Capital Green Private Holdings SPC | 2019-03-28 | 5.9 M | |
| PE | AI Cannabis LLC | 2018-12-10 | 0.3 M | |
| Other | Navy Capital Green Co-Invest Fund LLC | [2018-12-10] | 129.1 M | 64.7 M |
| Filed 2024-10-10 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $500,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose | ||||
| HF | Navy Capital Green Fund LP | [2018-12-10] | 5.5 M | 88.8 M |
| Filed 2024-10-10 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $500,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose | ||||
| AUM Breakdown | Accounts | AUM ($M) |
|---|---|---|
| By Client Type | ||
| (a) Individuals (other than high net worth individuals) | 0 | 0.0 |
| (b) Individuals (high net worth individuals) | 0 | 0.0 |
| (c) Banking or thrift institutions | 0 | 0.0 |
| (d) Investment companies | 0 | 0.0 |
| (e) Business development companies | 0 | 0.0 |
| (f) Pooled investment vehicles | 4 | 153.9 |
| (g) Pension and profit sharing plans | 0 | 0.0 |
| (h) Charitable organizations | 0 | 0.0 |
| (i) State or municipal government entities | 0 | 0.0 |
| (j) Other investment advisers | 0 | 0.0 |
| (k) Insurance companies | 0 | 0.0 |
| (l) Sovereign wealth funds and foreign official institutions | 0 | 0.0 |
| (m) Corporations or other businesses not listed above | 0 | 0.0 |
| (n) Other | 0 | 0.0 |
| Total | 4 | 153.9 |
| By Discretionary | ||
| Discretionary | 4 | 153.9 |
| Non-Discretionary | 0 | 0.0 |
| Total | 4 | 153.9 |
| By Non-United States Persons | ||
| Non-United States Persons | 10.3 | |
| United States Persons | 143.6 | |
| Total | 4 | 153.9 |
| Form D Directors | Role | # Filings | # Firms | 2011 - 2026 |
|---|---|---|---|---|
| Sean Stiefel | Director, Executive Officer | 10 | 2 | |
| Chetan Gulati | Executive Officer | 4 | 2 | |
| John Kaden | Director, Executive Officer | 3 | 2 | |
| Navy Capital Green Management Partners LLC | Promoter | 2 | 2 | |
| Navy Capital Green Management LLC | Promoter | 1 | 1 |
| EDGAR Form | CIK | 2011 - 2026 |
|---|---|---|
| D | [0001760757] | |
| 3 | [0001764863] | |
| 4 | [0001764863] | |
| SC 13D | [0001764863] |
| Form 13D/13G Filer | Form 13D/13G Subject | Filed |
|---|---|---|
| Navy Capital Green Management LLC | 4Front Ventures Corp | [2023-10-31] |
| Navy Capital Green Management LLC | CLS Holdings USA Inc | [2019-02-08] |
| Firm Profile (Form ADV) | |
|---|---|
| Serves | Institutional |
| Fund Types | Hedge Fund, Private Equity |
| Insider Transaction (Form 3/4/5) | Date | Action | Shares | Price | Value ($) |
|---|---|---|---|---|---|
|
CLS Holdings USA Inc CLSH
Convertible Notes · derivative
|
2024-09-10 | Other | $2,000,000.00 | ||
|
CLS Holdings USA Inc CLSH
Common Stock
|
2024-09-10 | Sell | 15,488,901 | $0.04 | 619,556 |
|
CLS Holdings USA Inc CLSH
ConvertibleNotes · derivative
|
2024-09-10 | Other | $2,000,000.00 | ||
|
CLS Holdings USA Inc CLSH
Convertible Notes · derivative
|
2024-09-10 | Other | $2,000,000.00 | ||
|
CLS Holdings USA Inc CLSH
Warrant · derivative
|
2024-09-10 | Other | $2,000,000.00 | ||
|
CLS Holdings USA Inc CLSH
Convertible Units · derivative
|
2023-12-29 | Other | 1,205,140 | $0.07 | 84,360 |
|
CLS Holdings USA Inc CLSH
Warrant · derivative
|
2023-12-29 | Other | $0.10 | ||
|
CLS Holdings USA Inc CLSH
Warrant · derivative
|
2023-12-29 | Other | $0.10 | ||
|
CLS Holdings USA Inc CLSH
Convertible Units · derivative
|
2023-12-29 | Other | 14,414,337 | $0.07 | 1,009,004 |
|
CLS Holdings USA Inc CLSH
Convertible Units · derivative
|
2022-09-15 | Conversion | 2,252,228 | $0.07 | 157,656 |
|
CLS Holdings USA Inc CLSH
Common Stock
|
2022-09-15 | Conversion | 9,641,120 | ||
|
CLS Holdings USA Inc CLSH
Common Stock
|
2022-09-15 | Conversion | 2,410,281 | ||
|
CLS Holdings USA Inc CLSH
Warrant · derivative
|
2022-09-15 | Other | 1,205,140 | $0.10 | 120,514 |
|
CLS Holdings USA Inc CLSH
Warrant · derivative
|
2022-09-15 | Other | 4,820,559 | $0.10 | 482,056 |
|
CLS Holdings USA Inc CLSH
Convertible Units · derivative
|
2022-09-15 | Conversion | 9,008,914 | $0.07 | 630,624 |
|
CLS Holdings USA Inc CLSH
Warrants · derivative
|
2022-01-04 | Buy | 606,060 | $0.41 | 248,485 |
|
CLS Holdings USA Inc CLSH
Warrants · derivative
|
2018-11-02 | Buy | 3,125,000 | $0.80 | 2,500,000 |
|
CLS Holdings USA Inc CLSH
Common Stock
|
2018-11-02 | Buy | 6,250,000 | $0.80 | 5,000,000 |
|
CLS Holdings USA Inc CLSH
Common Stock
|
2018-08-10 | Buy | 6,250,000 | $0.40 | 2,500,000 |
|
CLS Holdings USA Inc CLSH
Warrants · derivative
|
2018-08-10 | Buy | 6,250,000 | $0.40 | 2,500,000 |