URSA Fund Management LLC

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URSA Fund Management LLC
CRD #283363
SEC #801-110698
CIK #0001693838
AUM 1,198.3 M (2026-04-17)
Employees 2 (100% Investors, 0% Brokers)
Fees
Minimum
Phone415-529-6040
Address156 Diablo Rd
Danville, CA 94526
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($M)
1500120090060030002010201520212027
Fees and Compensation — Form ADV Part 2A (3/24/2026) [Brochure]
Item 5 – Fees and Compensation
Management Fee
Ursa will not charge the Funds any Management Fee. Rather, each Fund’s administrative costs are
borne directly by such Fund, as disclosed below.

Incentive Allocation, Generally
At the end of each fiscal year, Ursa Fund Management LLC, General Partner of the Ursa Fund, will
receive from the Ursa Fund, a performance-based allocation (the “Incentive Allocation”) equal to
35% of the aggregate net income indirectly allocated to each Investor in the Ursa Fund.

At the end of each fiscal year, Ursa will receive from the Portfolio Fund, an Incentive Allocation
equal to 10% of the amount of increase in the net asset value of each shareholders shares in the
Portfolio Fund.

An Incentive Allocation is also made as to amounts withdrawn or redeemed, as of the effective
time of the withdrawal by Investors. Incentive Allocations are subject to a “high water mark”
provision under which Ursa receives an Incentive Allocation from an Investor only to the extent
Net Income allocated to that Investor’s Capital Account or Series of Shares, as applicable, exceeds
any Net Losses previously allocated to it since the last date an Incentive Allocation was assessed
(or the original date of contribution if no Incentive Allocation has previously been assessed). An
Investor’s “high water mark” shall be the maximum of such Investor’s ending Capital Account
balance as of year-end, after accounting for any of such Investor’s Capital Contributions and any
withdrawals (the “HWM”).

With respect to the Ursa Fund, in the event an Investor’s ending yearly Capital Account balance is
below its HWM, the Incentive Allocation for the Ursa Fund will be reduced to 17.5% of the Net
Income allocated for the month to such Investor for such month (the “Reduced Allocation”).
References herein to the Incentive Allocation include the Reduced Allocation, unless specified
otherwise. The Reduced Allocation shall continue to apply for each month an Investor’s Capital
Account is below its HWM, as calculated by such Investor’s Capital Account balance as of month-
end. Upon the first occurrence of an Investor’s Capital Account surpassing its HWM (each such
occasion, an “HWM Event”), a pro-rated Incentive Allocation will apply with respect to Net Income
allocated for the month to such Investor, calculated as follows: (1) an amount equal to 17.5% of
the Net Income allocated for the month to such Investor through the HWM; and (2) thereafter,
an amount equal to 35% of Net Income allocated for the month to such Investor from the HWM
through the end of the month. Provided that the Investor’s Capital Account is above its HWM for
the following month, the Investor will be readjusted to an Incentive Allocation equal to 35%, as
described above.

Ursa Fund Management LLC                                              Form ADV Part 2A Brochure

If an Investor makes a partial withdrawal or receives a distribution at a time when he or she has
unrecovered losses, for purposes of calculating the Incentive Allocation those unrecovered losses
will be reduced in proportion to the withdrawal. Ursa, in its sole discretion, may elect to reduce,
otherwise modify or waive the Incentive Allocation with respect to any Investor.

Incentive Allocation, Opportunistic Investments
The OI Incentive Allocation (as defined below) will be calculated separately from and
independently of the Incentive Allocation applicable to the Ursa Fund’s other investments. Upon
liquidation of the Opportunistic Investment, Ursa will receive an allocation equal to 35% of the
Net Income allocated to each OI Capital Account (the “OI Incentive Allocation”). For the avoidance
of doubt, the OI Incentive Allocation shall be calculated and earned, and may be withdrawn by
Ursa, when the Opportunistic Investment is liquidated.

If, upon liquidation of the Opportunistic Investment, an Investor’s OI Capital Account has
unrecovered losses, then no OI Incentive Allocation is made with respect to that Investor’s OI
Capital Account. Each OI Incentive Allocation is calculated and earned, and may be withdrawn, by
Ursa separately and independently of any prior or future OI Incentive Allocations. For the
avoidance of doubt, any unrecovered losses in respect of the Opportunistic Investment will not
be carried forward to the Investor’s Capital Account in the Fund or included in the calculation of
the Incentive Allocation applicable to the Fund’s other investments, including any future
Opportunistic Investments. Ursa, in its sole discretion, may elect to reduce, otherwise modify or
waive the OI Incentive Allocation with respect to any Investor.

Expenses
The Ursa Fund bears its own expenses including, but not limited to, investment related expenses
such as the Fund’s brokerage commissions, interest on margin accounts and other indebtedness,
custodial fees, bank service fees, withholding and transfer fees, taxes, systems and technology
expenses, third party research tools, corporate licensing fees, legal and auditing expenses,
accounting (including Foreign Account Tax Compliance Act compliance costs), fund
administration, filing fees and expenses (including regulatory filings made in respect of the Fund
such as Form PF preparation and filing expenses), outsourced risk management advisory and
software, investment related consultants and travel costs that are research related, expenses
incurred with respect to the preparation, duplication and distribution to Investors and prospective
Investors of Fund offering documents, annual reports and other financial information, marketing
and syndication expenses (including those incurred in marketing Fund Interests in the European
Union), office space and utilities and any other services or service provider expenses deemed
necessary by Ursa on behalf of the Fund.

The Portfolio Fund bears its own reasonable expenses, including brokerage commissions and
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/24/2026) [Brochure]
Item 7 – Types of Clients
We provide investment advice to the Funds previously described. Investors in the Funds may
include high net worth individuals, trusts, foundations, endowments, charitable organizations,
pension plans and other unregistered funds.

The minimum initial investment in the Ursa Fund is $500,000. The minimum investment in the
Ursa Fund may be modified by Ursa.

Each investor in the Ursa Fund must be an “accredited investor” as defined in Regulation D under
the U.S. Securities Act of 1933, as amended. Each investor in the Ursa Fund must also be a
“qualified client” as defined in Section 275.205-3 of the U.S. Investment Advisers Act of 1940, as
amended (the “1940 Act”). The Portfolio Fund meets the definition of “accredited investor” and
“qualified purchaser”.
Sector Form 13F Holdings Value ($B)
Penumbra Inc 0.0
Columbia Financial Inc 0.0
Wixcom Ltd 0.0
iShares Bitcoin Trust 0.0
Gabelli Equity Trust Inc 0.0
CREE Inc 0.0
Northfield Bancorp Inc 0.0
 
 
 
 
Holdings by Sector ($B)
4.03.22.41.60.80.02016201920232027
Type Form D Funds Date Sold AUM
HF URSA Fund Partners LP [2017-05-24] 693.1 M 1,196.9 M
Filed 2026-02-10 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($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 2 1,198.3
(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 2 1,198.3
By Discretionary
Discretionary 2 1,198.3
Non-Discretionary 0 0.0
Total 2 1,198.3
By Non-United States Persons
Non-United States Persons 1.4
United States Persons 1,196.9
Total 2 1,198.3
Form D Directors Role # Filings # Firms 2011 - 2026
Russell Douglas Executive Officer 1 1
Andrew Hahn Executive Officer 1 1
Ursa Fund Management LLC Executive Officer 1 1
EDGAR Form CIK 2011 - 2026
13F-HR [0001693838]
3 [0001693838]
4 [0001693838]
SC 13G [0001693838]
Form 13D/13G Filer Form 13D/13G Subject Filed
URSA Fund Management LLC Wheeler Real Estate Investment Trust Inc [2024-11-07]
URSA Fund Management LLC Seritage Growth Properties [2024-01-18]
URSA Fund Management LLC Retail Value Inc [2022-07-08]
Firm Profile (Form ADV)
Discretionary AUM$0.2B
ServesInstitutional
Fund TypesHedge Fund
Form 3/4/5 Subject 2011 - 2026
Ursa Fund Partners LP
Douglas Russell Palmer
Wheeler Real Estate Investment Trust Inc
Ursa Fund Management LLC
Hahn Andrew
Investment Opportunities 14 Segregated Portfolio
Seritage Growth Properties
Insider Transaction (Form 3/4/5) Date Action Shares Price Value ($)
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2025-01-06 Other 10,000 $39.82 398,200
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-31 Buy 3,600 $27.12 97,632
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-30 Buy 7,300 $26.73 195,129
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-20 Buy 4,399 $26.13 114,946
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-19 Buy 13,901 $25.10 348,915
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-12 Other 170,321 $25.56 4,353,405
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-12 Other 170,321 $25.56 4,353,405
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-12 Buy 32,066 $25.11 805,177
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-05 Other 10,000 $40.01 400,100
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-05 Other 5,000 $40.01 200,050
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-03 Buy 150 $26.50 3,975
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-03 Buy 1,350 $26.49 35,762
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-02 Buy 3,200 $26.21 83,872
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-12-02 Buy 4,150 $26.14 108,481
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-11-25 Buy 1,810 $25.01 45,268
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-11-25 Buy 1,300 $25.02 32,526
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-11-22 Buy 3,936 $25.23 99,305
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cummulative Preferred
2024-11-22 Buy 1,797 $25.30 45,464
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cumulative Preferred Stock
2024-11-18 Buy 2,674 $26.00 69,524
Wheeler Real Estate Investment Trust Inc WHLRD
Series D Cumulative Preferred Stock
2024-11-18 Buy 2,567 $26.25 67,384
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