Pennant Capital Management LLC

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Pennant Capital Management LLC
CRD #158198
SEC #801-74097
CIK #0001168664
AUM
Employees 4 (50% Investors, 0% Brokers)
Fees
Minimum
Phone908-516-5800
Address535 Springfield Avenue
Summit, NJ 07901
Source [IAPD] [EDGAR]
Total AUM ($B)
151296302009201420192025
Fees and Compensation — Form ADV Part 2A (3/30/2022) [Brochure]
Item 5. Fees and Compensation

A. Advisory Fees and Compensation.

Compensation received by the Adviser is typically comprised of fees based on a percentage of assets under
management and performance-based amounts. Fee calculations are performed by the administrator of
each Fund.

Asset-Based Compensation

The Adviser charges each client a quarterly investment management fee at a rate of 1.5% (reduced to
0.75% effective April 1, 2018) per annum.

Investment management fees are charged each quarter in advance based on the value of each investor’s
capital account in each Fund on the first day of the quarter. If a new client account is established during a
quarter or an investor in a Fund makes an additional capital contribution to its capital account during a
quarter, the investment management fee will be charged as of the effective date of the investment
management agreement or the date of the additional capital contribution based on the value of the assets
as of the applicable date and will be prorated for the number of days remaining in the quarter.

Investment management fees are waived for investors that are members, principals, directors, officers,
employees or affiliates of the Adviser. Investment management fees may also be waived or reduced for
certain investors of a Fund.

Performance-Based Compensation

The Adviser or its affiliate, Pennant General Partner, LLC, receives performance-based compensation
which is based on the net profits attributable to each investor’s capital account in each Fund, payable at
the end of each fiscal year or upon redemption. This compensation rate is 20% and is subject to a loss
carryforward provision.

Performance-based compensation is waived for investors that are members, principals, directors, officers,
employees or affiliates of the Adviser. Performance-based compensation may also be waived or reduced
for certain investors of a Fund.

B. Payment of Fees.

The Adviser deducts the asset-based fees from each Fund by instructing the Fund’s custodian. Asset-
based fees are deducted from the capital accounts of investors in each such Fund at the beginning of each
quarter. These fees are aggregated by each Fund and paid to the Adviser.

Performance-based fees are deducted from the capital accounts of investors in each Fund at the end of
each fiscal year or upon redemption by a Fund investor and reallocated to the Adviser or its affiliate.

C. Other Fees and Expenses.

Each client of the Adviser generally bears all of its own expenses, including, but not limited to, expenses
related to its operations and the investment of its assets. The list below is detailed but does not contemplate
every possible expense a client may incur.

To the extent permitted under the applicable offering documents, one or more of the Adviser’s clients may
bear some or all of the following expenses, in addition to paying investment management fees and
performance-based compensation: directors’ fees, legal, accounting (including out-sourced accounting and
accounting software), auditing and other professional expenses, including any fees paid to third party
valuation agents and expenses related to the review of counterparty documentation, the cost of directors

and officers or other insurance for a client and the Adviser, administration expenses, expenses of regulatory
compliance, filings and reporting (including but not limited to Form PF, Section 13 and 16 filings) to the
extent they are in connection with, relate to or derive from a client or its investment activities, research
expenses and investment expenses such as commissions, trading services and support, interest on margin
accounts and other indebtedness, taxes, shareholder proxy services, custodial fees, bank service fees,
expenses related to trade order management software and other expenses related to the purchase, sale or
transmittal of the client’s assets. Certain client offering documents also contain a provision in which an
investor in a Fund may incur a withdrawal charge of 4% (payable to the Fund) in the event that an investor
chooses to redeem its entire capital account balance during a period in which the Adviser or its affiliate
invokes a limit on redemption amounts to all investors of a Fund.

Client assets may be invested in money market mutual funds, ETFs or other registered investment
companies. In these cases, the Fund will bear its pro rata share of the investment management fee and
other fees of the Fund, which are in addition to the investment management fee paid to the Adviser. Client
assets may be invested in a master-feeder structure. Feeder funds bear a pro rata share of the expenses
associated with the related master fund. In addition, clients will incur brokerage and other transaction costs.
Please refer to Item 12 of this brochure for a discussion of the Adviser’s brokerage practices.

D. Prepayment of Fees.

Clients are required to pay the Adviser’s investment management fees in advance. The Adviser will refund
the unearned portion of any pre-paid management fees if a redemption is made from a client account before
the end of a billing period. The Adviser generally determines the amount of the relevant refund on a pro
rata basis, based upon the portion of the relevant period during which it provided services.

E. Additional Compensation and Conflicts of Interest. N/A
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2022) [Brochure]
Item 7. Types of Clients

The Adviser’s clients consist of pooled investment vehicles.

With respect to any client that is a pooled investment vehicle, any initial and additional subscription
minimums are disclosed in the offering memorandum for the pooled investment vehicle.
Type Form D Funds Date Sold AUM
HF Broadway Gate Master Fund Ltd [2012-02-14] 496.5 M 2,155.5 M
Filed 2015-02-06 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Pennant Credit Opportunities Fund LP [2012-02-14] 104.4 M 112.5 M
Filed 2015-02-06 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $5,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Pennant Master Fund LP [2012-02-14] 476.5 M 56.6 M
Filed 2018-02-02 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Pennant Windward Master Fund LP 2012-02-14 225.6 M
AUM Breakdown Accounts AUM ($B)
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 6 0.3
(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 6 0.3
By Discretionary
Discretionary 6 0.3
Non-Discretionary 0 0.0
Total 6 0.3
By Non-United States Persons
Non-United States Persons 0.1
United States Persons 0.1
Total 6 0.3
Form D Directors Role # Filings # Firms 2011 - 2026
Alan Fournier Executive Officer 10 2
Pennant Capital Management LLC Executive Officer 6 2
Pennant General Partner LLC Executive Officer 4 2
Joerg Diedrich Executive Officer 2 2
Lee Atzil Executive Officer 2 2
EDGAR Form CIK 2011 - 2026
13F-HR [0001168664]
4 [0001168664]
SC 13G [0001168664]
Form 13D/13G Filer Form 13D/13G Subject Filed
Pennant Capital Management LLC Capitol Acquisition Corp III [2017-05-22]
Pennant Capital Management LLC Evolent Health Inc [2017-02-14]
Pennant Capital Management LLC Hostess Brands Inc [2017-02-14]
Pennant Capital Management LLC Gores Holdings Inc [2016-07-29]
Pennant Capital Management LLC Manitowoc Co Inc [2016-01-29]
Pennant Capital Management LLC Manitowoc Co Inc [2015-08-10]
Pennant Capital Management LLC Bright Horizons Family Solutions Inc [2015-03-16]
Pennant Capital Management LLC Mattress Firm Holding Corp [2015-02-17]
Pennant Capital Management LLC Wellcare Health Plans Inc [2014-11-13]
Pennant Capital Management LLC Ocwen Financial Corp [2014-10-02]
View All
Firm Profile (Form ADV)
Discretionary AUM$10.2B
ServesInstitutional
Fund TypesHedge Fund
LEIJSYRS9CAUL8B1QIR3760
Form 3/4/5 Subject 2011 - 2026
Fournier Alan
Pennant Capital Management LLC
Universal Stainless & Alloy Products Inc
Broadway Gate Master Fund Ltd
Insider Transaction (Form 3/4/5) Date Action Shares Price Value ($)
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-10-21 Sell 133,900 $10.00 1,339,000
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-10-12 Sell 11,100 $13.30 147,630
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-09-02 Sell 850 $13.00 11,050
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-09-01 Sell 12,543 $13.01 163,184
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-08-31 Sell 99,255 $13.02 1,292,300
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-08-28 Sell 88,736 $13.01 1,154,455
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-08-18 Sell 2,318 $13.03 30,204
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-08-10 Sell 30,300 $13.01 394,203
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-08-03 Sell 17,400 $13.06 227,244
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-07-31 Sell 14,600 $13.74 200,604
Universal Stainless & Alloy Products Inc USAP
Common Stock
2015-07-30 Sell 28,800 $13.92 400,896
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-07-31 Buy 10,000 $24.55 245,500
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-04-03 Buy 5,300 $34.81 184,493
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-04-03 Buy 700 $34.81 24,367
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-04-02 Buy 1,000 $35.55 35,550
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-03-28 Buy 100 $35.96 3,596
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-03-27 Buy 5,059 $35.34 178,785
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-03-27 Buy 2,900 $35.34 102,486
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-03-26 Buy 2,400 $35.78 85,872
Universal Stainless & Alloy Products Inc USAP
Common Stock
2013-03-14 Buy 639 $35.99 22,998
showing 20 of 85 most recent transactions
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