ADVISORY BUSINESS
A. General Description of Advisory Firm
1. D1 Capital Partners L.P.
D1 Capital Partners L.P. (the “Investment Adviser”, “we”, “us”, and similar terms), is a Delaware
limited partnership that was formed in 2018.
We have three offices, which are located in New York City, Miami and Hong Kong.
We are controlled by our principal owner, Daniel Sundheim (the “Principal Owner”), who is a
limited partner of the Investment Adviser and wholly owns and controls, directly and indirectly, D1 Capital
Management LLC, which serves as the Investment Adviser’s General Partner (the “Investment Adviser
General Partner”). The Investment Adviser General Partner has ultimate responsibility for our
management, operations and investment decisions.
2. Relying Adviser
D1 Capital Partners (Hong Kong) Limited (the “Relying Adviser”) is a Hong Kong limited
company that was established in 2020.
The Relying Adviser primarily provides research to the Investment Adviser and is wholly owned
by the Investment Adviser. Additional information pertaining to the Relying Adviser is included in
Schedule R of Part 1A.
3. Fund General Partners
Our registration on Form ADV also covers D1 Capital Partners GP LLC (the “Fund General
Partner”) and D1 Capital Partners GP Sub LLC (the “Master Fund General Partner”, and collectively with
the Fund General Partner, the “Fund General Partners”), which are both limited liability companies
organized under the laws of the state of Delaware. The Fund General Partners are affiliates of the
Investment Adviser and serve or may serve as the general partners of pooled investment vehicles that are
U.S. or offshore partnerships. The Fund General Partners’ facilities and personnel are provided by the
Investment Adviser.
The Principal Owner is the sole owner and the managing member of, and controls, the Fund General
Partner. The Fund General Partner is the sole owner and managing member of the Master Fund General
Partner.
4. Co-Investment General Partners
Our registration on Form ADV also covers D1 Series Holdings GP LLC (the "Series LLC
Managing Member"), D1 Iconoclast Holdings GP LLC (the “Iconoclast General Partner”), D1 Lion
Holdings GP LLC (the “Lion General Partner”), D1 Jasper Holdings GP LLC (the “Jasper General
Partner”), D1 SX Holdings GP LLC (the “SX General Partner”), D1 CL Holdings GP LLC (the “CL
General Partner”), D1 Jupiter Holdings GP LLC (the “Jupiter General Partner”), D1 Uncharted Holdings
GP LLC (the “Uncharted General Partner”), D1 Lane 8 Holdings GP LLC (the “Lane 8 General Partner”)
and D1 Flame Holdings GP LLC (the “Flame General Partner”, and collectively with the Series LLC
Managing Member, the Lion General Partner, the Iconoclast General Partner, the Jasper General Partner,
the SX General Partner, the CL General Partner, the Jupiter General Partner, the Uncharted General Partner
and the Lane 8 General Partner, the “Co-Investment General Partners”), which are all limited liability
companies organized under the laws of the state of Delaware. The Co-Investment General Partners are
affiliates of the Investment Adviser and serve as the general partners or the managing members of pooled
investment vehicles that are U.S. or offshore partnerships or limited liability companies. The Co-
Investment General Partners’ facilities and personnel are provided by the Investment Adviser.
The Fund General Partner is the sole owner and the managing member of, and controls, each Co-
Investment General Partner.
B. Description of Advisory Services
This Brochure generally includes information about us and our relationships with our clients.
While much of this Brochure applies to all such clients, certain information included herein applies to
specific clients only.
1. Advisory Services
We serve as the investment adviser, with discretionary trading authority, to private pooled
investment vehicles, the securities of which are offered to investors on a private placement basis (each, a
“Fund” and collectively, the “Funds”). The Funds include:
D1 Capital Partners Onshore LP, a Delaware limited partnership (the “Domestic Fund”);
D1 Capital Partners Offshore LP, a Cayman Islands exempted limited partnership (the
“Offshore Fund”, collectively with the Domestic Fund, the “Feeder Funds”);
D1 Capital Partners Offshore Ltd., an exempted company incorporated under the laws of
the Cayman Islands (the “Offshore Feeder Fund”), which invests all of its investable assets
into the Offshore Fund;
D1 Capital Partners Intermediate LP, a Cayman Islands exempted limited partnership (the
“Intermediate Fund”), into which the Offshore Fund invests all of its investable assets; and
D1 Capital Partners Master LP, a Cayman Islands exempted limited partnership (the
“Master Fund”), which serves as the master fund into which the Domestic Fund and the
Intermediate Fund invest all of their investable assets through a “master feeder” structure
(the investable assets of the Offshore Fund and the Offshore Feeder Fund are indirectly
invested, through the Intermediate Fund, into the Master Fund).
The Fund General Partner serves as the general partner of the Domestic Fund, the Offshore Fund
and the Intermediate Fund. The Offshore Feeder Fund is governed by its Board of Directors. The Master
Fund General Partner serves as the general partner of the Master Fund.
In addition to the investment advisory services that we provide to the Funds, we have entered into,
and expect in the future to enter into, co-investment arrangements with third parties (including, but not
limited to, certain investors in the Funds), whereby we provide advisory services to vehicles that make
investments alongside the Funds (“Co-Investment Vehicles”) (such Co-Investment Vehicles may include
managed accounts or investment funds formed for a single investor or group of affiliated investors).
Certain of the Co-Investment Vehicles are established and operated by the Investment Adviser or
an affiliate. Currently, the Co-Investment Vehicles established and operated by us and our affiliates are D1
Iconoclast Holdings LP (the general partner of which is the Iconoclast General Partner), D1 Lion Holdings
LP (the general partner of which is the Lion General Partner), D1 Jasper Holdings LP (the general partner
of which is the Jasper General
Partner), D1 SX Holdings LP (the general partner of which is the SX General
Partner), D1 CL Holdings LP (the general partner of which is the CL General Partner), D1 Jupiter Holdings
LP (the general partner of which is the Jupiter General Partner), D1 Uncharted Holdings LP (the general
partner of which is the Uncharted General Partner), D1 Lane 8 Holdings LP (the general partner of which
is the Lane 8 General Partner) and D1 Flame Holdings LP (the general partner of which is the Flame General
Partner). The Investment Adviser also manages D1 Capital Series LLC (“Series LLC”), a Delaware series
LLC that is a co-investment vehicle beneficially owned by personnel of the Investment Adviser (and former
Investment Adviser-Related Investors). The Series LLC issues a new series for each co-investment as
detailed in Section 7.B.(1) of Part 1A of the Investment Adviser’s Form ADV. The managing member of
the Series LLC (and each series thereof) is the Series LLC Managing Member.
We also provide advisory services to Co-Investment Vehicles that are established and operated by
third parties. These arrangements are structured as “investment consulting” arrangements whereby the
specific Co-Investment Vehicle invests in the privately-offered securities of a single issuer generally as a
part of the same transaction with other clients of the Investment Adviser. The Investment Adviser provides
ongoing investment advice and monitoring services to such Co-Investment Vehicles, and the owner of the
Co-Investment Vehicle is contractually prohibited from selling its investment until the relevant client of the
Investment Adviser sells or deems realized its holdings in the applicable securities. Each such Co-
Investment Vehicle is operated by its owner, and the Investment Adviser does not execute transactions on
such Co-Investment Vehicle’s behalf.
Note that the term “Co-Investment Vehicles” as defined herein refers only to such vehicles to which
we provide investment advisory services. In addition to such arrangements, we may cause our clients to
invest in a joint venture or other vehicle in which third parties are invested where we do not provide
investment advisory services to either the third parties or the vehicle – such vehicles are not included within
the definition of “Co-Investment Vehicles”.
As used herein, the term “client” generally refers to each Fund and to each Co-Investment Vehicle.
2. Investment Strategies and Types of Investments
We implement a global equity long-short strategy and also invest in private companies, with
flexibility to invest in opportunities that are perceived by us to offer the highest risk-adjusted returns. The
Principal Owner has permitted, and expects to continue to permit, certain personnel to make discretionary
trades subject to the Investment Adviser’s internal policies and procedures. We focus our research
primarily on the technology, media and telecom (“TMT”), industrials, healthcare, consumer, real estate and
financial services sectors. Geographically, our investments primarily will be in North America, Western
Europe and Japan. There are no sector or geographic limitations on our investments, however, and we may
invest in other sectors and geographic areas that we find attractive over time.
Our clients’ public investments long portfolio generally consists of securities of mid- and large-
capitalization issuers that we believe meet certain criteria. These criteria will likely include, without
limitation, excellent management teams, sustainable competitive advantages and/or strong growth
prospects. The focus of our short portfolio generally is not to minimize volatility or “hedge” the portfolio’s
long positions. Rather, we generally take short positions if we believe that such securities are likely to
exhibit significant downside performance over the medium term.
With respect to public investments, we primarily express our investment theses by investing in
publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed
income instruments and other financial instruments permitted under our clients’ governing documents. We
may also use foreign exchange or other instruments for hedging and other purposes.
Our clients’ private investments are primarily, although not exclusively, later-stage, minority stakes
in companies. With respect to private investments, we generally focus on investments that we believe are
likely to offer liquidity within five years, but we may make investments with shorter or longer time
horizons. We pursue private investments across all of the sectors that we cover.
The descriptions set forth in this Brochure of specific advisory services that we offer to our clients,
and investment strategies pursued and investments made by us on behalf of our clients, should not be
understood to limit in any way our investment activities. We may offer any advisory services, engage in
any investment strategy and make any investment, including any not described in this Brochure, that we
consider appropriate, subject to each client’s investment objectives and guidelines. The investment
strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a
substantial loss of capital. There can be no assurance that the investment objectives of any client will be
achieved.
In addition to the Principal Owner, Theodore Gleser, Andrew Wynne, David Silverman, Jonathan
Bregman and James Rogers have limited discretion with respect to public investments made by the Funds,
subject to the Investment Adviser’s internal policies and procedures. Additional information about Mr.
Gleser, Mr. Wynne, Mr. Silverman, Mr. Bregman and Mr. Rogers is available in Part 2B of the Investment
Adviser’s Form ADV.
C. Availability of Customized Services for Individual Clients
Our investment decisions and advice with respect to each client will be subject to each client’s
investment objectives and guidelines, as set forth in its respective governing and offering documents.
D. Wrap Fee Programs
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management
We manage, on a discretionary basis, approximately $26,089,367,970 of client regulatory assets
under management. This figure for regulatory assets under management was determined as of December
31, 2023.