Navy Capital Green Management LLC

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Navy Capital Green Management LLC
CRD #299809
SEC #801-115124
CIK #0001764863, 0001760757
AUM
Employees 7 (71% Investors, 0% Brokers)
Fees
Minimum
Phone646-916-4870
Address28 Reichert Circle
Westport, CT 06880
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($M)
3502802101407002010201520212027
Fees and Compensation — Form ADV Part 2A (3/31/2023) [Brochure]
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]
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)
ServesInstitutional
Fund TypesHedge Fund, Private Equity
Form 3/4/5 Subject 2011 - 2026
Navy Capital Green Co-Invest Partners LLC
Navy Capital Green Fund LP
Stiefel Sean
Navy Capital Green Co-Invest Fund LLC
Gulati Chetan
Navy Capital Green Management Partners LLC
Navy Capital Green Management LLC
CLS Holdings USA Inc
Kaden John
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
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