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D Form - Notice of Exempt Offering of Securities, items 06b, 3C, and 3C.7 - Silver Creek CP Evergreen Fund, L.P. (0001790722) (Filer)

SEC FORM D

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number:3235-0076
Estimated average burden
hours per response:4.00

1. Issuer's Identity

CIK (Filer ID Number)Previous Names
XNone
Entity Type
0001790722
  Corporation
  Limited Partnership
  Limited Liability Company
  General Partnership
  Business Trust
XOther (Specify)

Cayman Islands Exempted Limited Partnership
Name of Issuer
Silver Creek CP Evergreen Fund, L.P.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
  Over Five Years Ago
XWithin Last Five Years (Specify Year)2019
  Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Silver Creek CP Evergreen Fund, L.P.
Street Address 1Street Address 2
C/O SILVER CREEK ADVISORY PARTNERS LLC1301 FIFTH AVENUE, 40TH FLOOR
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
SEATTLEWASHINGTON98101206-774-6000

3. Related Persons

Last NameFirst NameMiddle Name
DillonEricE.
Street Address 1Street Address 2
C/O SILVER CREEK ADVISORY PARTNERS LLC1301 FIFTH AVENUE, 40TH FLOOR
CityState/Province/CountryZIP/PostalCode
SEATTLEWASHINGTON98101
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Manager of Silver Creek CP Evergreen GP, L.L.C., its General Partner
Last NameFirst NameMiddle Name
ClemansWarren
Street Address 1Street Address 2
C/O SILVER CREEK ADVISORY PARTNERS LLC1301 FIFTH AVENUE, 40TH FLOOR
CityState/Province/CountryZIP/PostalCode
SEATTLEWASHINGTON98101
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Manager of Silver Creek CP Evergreen GP, L.L.C., its General Partner
Last NameFirst NameMiddle Name
KolbLeAnne
Street Address 1Street Address 2
C/O SILVER CREEK ADVISORY PARTNERS LLC1301 FIFTH AVENUE, 40TH FLOOR
CityState/Province/CountryZIP/PostalCode
SEATTLEWASHINGTON98101
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Manager of Silver Creek CP Evergreen GP, L.L.C., its General Partner

4. Industry Group

  Agriculture
Banking & Financial Services
  Commercial Banking
  Insurance
  Investing
  Investment Banking
XPooled Investment Fund
XHedge Fund
  Private Equity Fund
  Venture Capital Fund
  Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
  YesXNo
  Other Banking & Financial Services
  Business Services
Energy
  Coal Mining
  Electric Utilities
  Energy Conservation
  Environmental Services
  Oil & Gas
  Other Energy
Health Care
  Biotechnology
  Health Insurance
  Hospitals & Physicians
  Pharmaceuticals
  Other Health Care
  Manufacturing
Real Estate
  Commercial
  Construction
  REITS & Finance
  Residential
  Other Real Estate
  
Retailing
  
Restaurants
Technology
  Computers
  Telecommunications
  Other Technology
Travel
  Airlines & Airports
  Lodging & Conventions
  Tourism & Travel Services
  Other Travel
  
Other

5. Issuer Size

Revenue RangeORAggregate Net Asset Value Range
  No Revenues  No Aggregate Net Asset Value
  $1 - $1,000,000  $1 - $5,000,000
  $1,000,001 - $5,000,000  $5,000,001 - $25,000,000
  $5,000,001 - $25,000,000  $25,000,001 - $50,000,000
  $25,000,001 - $100,000,000  $50,000,001 - $100,000,000
  Over $100,000,000  Over $100,000,000
  Decline to DiscloseXDecline to Disclose
  Not Applicable  Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

  Rule 504(b)(1) (not (i), (ii) or (iii))
  Rule 504 (b)(1)(i)
  Rule 504 (b)(1)(ii)
  Rule 504 (b)(1)(iii)
XRule 506(b)
  Rule 506(c)
  Securities Act Section 4(a)(5)
XInvestment Company Act Section 3(c)
  Section 3(c)(1)  Section 3(c)(9)  
  Section 3(c)(2)  Section 3(c)(10)
  Section 3(c)(3)  Section 3(c)(11)
  Section 3(c)(4)  Section 3(c)(12)
  Section 3(c)(5)  Section 3(c)(13)
  Section 3(c)(6)  Section 3(c)(14)
XSection 3(c)(7)

7. Type of Filing

XNew NoticeDate of First Sale2019-09-26  First Sale Yet to Occur
  Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
XYes  No

9. Type(s) of Securities Offered (select all that apply)

  EquityXPooled Investment Fund Interests
  Debt  Tenant-in-Common Securities
  Option, Warrant or Other Right to Acquire Another Security  Mineral Property Securities
  Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security  Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
  YesXNo

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor$5,000,000USD

12. Sales Compensation

Recipient
Recipient CRD NumberXNone
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
Street Address 1Street Address 2
CityState/Province/CountryZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States
  Foreign/non-US

13. Offering and Sales Amounts

Total Offering AmountUSD
orXIndefinite
Total Amount Sold$20,000,000USD
Total Remaining to be SoldUSD
orXIndefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions$0USD
  Estimate
Finders' Fees$0USD
  Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0USD
XEstimate

Clarification of Response (if Necessary):

Issuer invests in a master fund that pays management fees & incentive allocations to a third-party who, in turn, pays a portion of such amounts to the IM or its affiliate. Such amounts are based on AUM and net profits & will be payable over time.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate
Silver Creek CP Evergreen Fund, L.P./s/ Marissa CostalesMarissa CostalesSr. Counsel, CCO & Authorized Person2019-10-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.