A. Description of the Advisory Firm
Liquid Capital Management LLC (“Liquid Stock”), a Delaware limited liability company, was formed
on October 12, 2018. Trusts controlled by Jeffrey Le Sage, Robert Pitti, and Gregory Martin are the
principal owners of Liquid Stock.
B. Types of Advisory Services
Liquid Stock serves as investment adviser to private investment funds (the “Funds”). An affiliate of
Liquid Stock serves as the general partner to each of the Funds (the “General Partners”). Liquid Stock
may decide in the future to sponsor or manage additional private investment funds or provide
services to additional types of clients. Collectively with the Funds, these are Liquid Stock’s “Clients”.
Generally, the Funds are designed to achieve attractive risk-adjusted returns for investors through
investments that utilize pre-IPO securities as collateral, principally by (i) identifying, originating,
sourcing, structuring, monitoring, purchasing and otherwise investing, directly and indirectly in
secured and unsecured liquidity transactions with persons and/or entities holding equity securities,
and options to acquire equity securities, in late-stage private issuers (“Pre-IPO Issuers”); and (ii)
holding and disposing of such securities, as further described in the Funds’ respective offering
memorandum, limited partnership agreement, and subscription documents (collectively, the
“Constituent Documents”). One of the Funds (the “SPV”) exists as a special purpose vehicle to
effectuate an investment by another Fund and
does not invest or operate in the same manner as the
other Funds. The SPV is not open to investors. One of the Funds may also invest directly in the equity
of Pre-IPO issuers, as further described in such Fund’s Constituent Documents.
Liquid Stock provides investment advice to the Funds regarding such investments, which are
typically made through private contracts between the Fund and equity and/or option holders of Pre-
IPO Issuers (“Counterparties”).
The Funds offered or are offering limited partnership interests (“Interests”) to certain qualified
investors as described in Item 7, below (such investors or prospective investors are referred to
hereafter as “Investors”).
C. Client Tailored Services and Client Imposed Restrictions
Advisory services are tailored to achieve Clients’ investment objectives, but Liquid Stock does not
provide tailored investment advice to the Investors of the Fund. Liquid Stock generally has the
authority to select which and how many securities and other instruments to buy or sell without
consultation with Clients or Investors, other than with respect to the approval of Pre-IPO Issuers by
certain of the Funds’ Limited Partner Advisory Committees as described in Item 8.C. below.
D. Wrap Fee Programs
Liquid Stock does not participate in wrap fee programs.
E. Amounts Under Management
Liquid Stock manages the assets of the Clients and has the following assets under management:
Discretionary Amounts: Non-Discretionary Amounts: Date Calculated:
$255,837,280 $0 December 31, 2023