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| Stillwater Investment Management LP
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| CRD # | 179520 |
| SEC # | 801-93174 |
| CIK # | 0001230586, 0001478775, 0001965218, 0001638853 |
| AUM | |
| Employees | 6 (83% Investors, 0% Brokers) |
| Fees | |
| Minimum | |
| Phone | 650-437-0630 |
| Address | 524 Hamilton Avenue Palo Alto, CA 94301-2011 |
| Source | [IAPD] [EDGAR] [Website] |
| Total AUM ($M) |
|---|
| Fees and Compensation — Form ADV Part 2A (3/31/2017) [Brochure] |
|---|
Item 5. Fees and Compensation
Management Fees
Stillwater receives from the Master Fund a management fee equal to 0.375% (1.5% annual rate)
of the Master Fund’s net asset value of each series of Investments. The management fee is
calculated at the beginning of each calendar quarter. If an investor purchases Feeder Fund
Investments on a date other than the first day of a calendar quarter, Stillwater will prorate the
management fee for those Investments. Management fees paid through the Master Fund are
ultimately allocated to the Onshore Fund’s or the Offshore Fund’s investors based on their
Investments in the Feeder Funds (or the balances in those sub-accounts). It should be noted that
management fees will be subject to specific decreases once assets exceed $1 billion. Further details
are provided in the Feeder Funds’ Offering Memoranda dated March 2016.
In its discretion, the Adviser may waive or reduce management fees for certain investors, including
employees and affiliates of Stillwater. The Adviser waives the management fee for its own capital,
as well as its affiliates, employees or owners and their family members and entities and estate
planning vehicles established for the benefit of the foregoing. Stillwater does not currently
expect to waive or reduce the management fee for any other investors.
Incentive Allocations
Each Investment in a Feeder Fund is subject to an incentive allocation (allocated to the General
Partner) equal up to 20% of any net profits, which include both realized and unrealized gains and
losses. The Master Fund makes incentive allocations annually at the end of the year and upon
redemption by an investor. The allocation is subject to a “high water mark” provision. An incentive
allocation can only be made if and to the extent the increase in the account balance for the
applicable period exceeds the “loss carry forward” amount associated with the account at the
beginning of the period. These incentive allocations are ultimately determined by the Offshore
Fund’s or the Onshore Fund’s net increases in the value of those sub- accounts.
Investors in Series B Investments pay a reduced incentive allocation rate at 15% of any net
profits. In exchange for this reduced rate, Series B Investments are subject to a “hard lock” for
two years before the first redemption, which is limited to 25% of an investor’s Series B ownerships.
At the end of the hard lock, the investor can redeem up to 25% of its Series B ownership in
one quarter during the third year of the investment. At the end of first three years, the investor
may (a) re-lock its Series B holdings; (b) convert all of its remaining Series B holding to
Series A; or (c) liquidate all of its Series B holding.
In its discretion, the Adviser may waive or reduce incentive allocations for certain investors,
including employees and affiliates of Stillwater. The Adviser waives the incentive allocations
for its own capital, as well as its affiliates, employees or owners and their family members and
entities and estate planning vehicles established for the benefit of the foregoing. Stillwater does
not currently expect to waive or reduce the incentive allocations for any other investors.
Other Expenses
Each Feeder Fund bears all expenses incidental to its organizational and ongoing operation,
including, but not limited to:
• brokerage commissions and other transaction-related compensation and charges arising out
of transactions involving Fund assets, including costs associated with using a service provider
unaffiliated with Stillwater to provide outsourced trading functions;
• interest and borrowing charges on securities sold short and margin and other borrowings;
• custodial and bank service fees;
• costs of systems, facilities and third-party services for order placement, order management
and clearance and settlement functions;
• costs directly related to researching, acquiring, holding and/or monitoring and administering
Master Fund investments and potential investments, including (A) costs of third party
investigative, analytical and/or reporting services; (B) costs of systems and services for
modeling, testing and other analysis of portfolio construction, attributes and/or risks; (C) costs
of systems and services that facilitate conducting and managing investment research, analysis
and investment decision-making, including costs of developing Stillwater proprietary
systems and tools in addition to or in lieu of similar third-party services; and (D) costs (other
than costs of travel and accommodations) of attending symposia and conferences,
membership on creditors’ or equity-holders’ committees (both formal and informal), and
participating in deliberations and negotiations regarding Master Fund investments;
• costs of quotation, computerized news, pricing and/or statistical services or software;
• auditing, accounting, third-party-administration (including the Administrator’s), external
bookkeeping, tax preparation and reporting, legal and other professional fees and costs
(including fees and costs paid to the Investment Manager’s counsel for services relating to
the Fund’s legal affairs (which include documentation and negotiation of special
arrangements between the Fund and any Limited Partner));
• fees and costs in connection with any lawsuits, arbitrations or other controversies and in
connection with, among other things, the Fund’s or the Master Fund’s indemnification
obligations owed to Stillwater and its affiliates;
• costs of the Fund’s, the Master Fund’s and their affiliates’ registration and filings with and
licensing by governmental and self-regulatory organizations and costs associated with
regulatory, tax and other filing and reporting requirements by or related to the Fund and/or
... |
| Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2017) [Brochure] |
|---|
Item 7. Types of Clients The Adviser provides investment advisory services to the Master Fund. Investment advice is provided directly to the Funds and not individually to its investors. Investors in the Funds may include, but are not limited to, banks, pension and profit-sharing plans, sovereign wealth funds, endowments, foundations and corporates or other business entities. The minimum initial investment is $10,000,000 although Stillwater (or the Board of Directors for the Offshore Fund) may waive the minimum investment amount, and intends to waive such requirements for Stillwater and its affiliates, employees or owners and their family members and entities and estate planning vehicles established for the benefit of the foregoing. |
| Type | Form D Funds | Date | Sold | AUM |
|---|---|---|---|---|
| HF | Stillwater Master Fund LP | [2015-07-31] | 283.2 M | 320.8 M |
| Filed 2017-06-14 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $250,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose | ||||
| AUM Breakdown | Accounts | AUM ($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 | 0 | 0.0 |
| (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 | 3 | 320.4 |
| By Discretionary | ||
| Discretionary | 3 | 320.4 |
| Non-Discretionary | 0 | 0.0 |
| Total | 3 | 320.4 |
| By Non-United States Persons | ||
| Non-United States Persons | 0.0 | |
| United States Persons | 320.4 | |
| Total | 3 | 320.4 |
| Form D Directors | Role | # Filings | # Firms | 2011 - 2026 |
|---|---|---|---|---|
| Adam Weiss | Executive Officer | 10 | 3 | |
| Kimberly Summe | Executive Officer | 6 | 3 | |
| Stillwater Investment Management LP | Promoter | 3 | 2 | |
| Stillwater Fund GP LLC | Promoter | 1 | 1 |
| EDGAR Form | CIK | 2011 - 2026 |
|---|---|---|
| 4 | [0001230586] | |
| 5 | [0001230586] | |
| 13F-HR | [0001478775] | |
| 13F-HR | [0001638853] | |
| 13F-HR | [0001965218] |
| Firm Profile (Form ADV) | |
|---|---|
| Discretionary AUM | $0.2B |
| Serves | Institutional |
| Fund Types | Hedge Fund |
| LEI | 5493005GL9I4V63MXO69 |
| Form 3/4/5 Subject | 2011 - 2026 |
|---|---|
| Emagin Corp | |
| Stillwater Holdings LLC |
| Insider Transaction (Form 3/4/5) | Date | Action | Shares | Price | Value ($) |
|---|---|---|---|---|---|
|
Emagin Corp EMAN
Common Stock
|
2023-10-18 | Tender | 2,762,284 | $2.08 | 5,745,551 |
|
Emagin Corp EMAN
Series B Convertible Preferred Stock · derivative
|
2023-10-18 | Tender | 1,796 | ||
|
Emagin Corp EMAN
Series B Convertible Preferred Stock · derivative
|
2023-10-18 | Tender | 2,940 | ||
|
Emagin Corp EMAN
Common Stock
|
2023-01-06 | Sell | 21,605 | $0.85 | 18,364 |
|
Emagin Corp EMAN
Common Stock
|
2023-01-05 | Sell | 3,500 | $0.82 | 2,870 |
|
Emagin Corp EMAN
Common Stock
|
2023-01-04 | Sell | 1,800 | $0.81 | 1,458 |
|
Emagin Corp EMAN
Common Stock
|
2023-01-03 | Sell | 2,857 | $0.82 | 2,343 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-30 | Sell | 13,000 | $0.81 | 10,530 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-29 | Sell | 5,101 | $0.80 | 4,081 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-28 | Sell | 300 | $0.80 | 240 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-19 | Sell | 1,400 | $0.80 | 1,120 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-16 | Sell | 2,555 | $0.80 | 2,044 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-15 | Sell | 10,707 | $0.83 | 8,887 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-14 | Sell | 4,179 | $0.82 | 3,427 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-13 | Sell | 17,904 | $0.85 | 15,218 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-12 | Sell | 4,100 | $0.86 | 3,526 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-09 | Sell | 9,912 | $0.86 | 8,524 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-08 | Sell | 12,911 | $0.87 | 11,233 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-06 | Sell | 14,200 | $0.83 | 11,786 |
|
Emagin Corp EMAN
Common Stock
|
2022-12-05 | Sell | 6,319 | $0.86 | 5,434 |
| showing 20 of 134 most recent transactions | |||||