SR One Capital Management, LP, a Delaware limited partnership and a registered
investment adviser, and its affiliated investment advisers provide investment advisory services to
investment funds privately offered to qualified investors in the United States and elsewhere. SR
One commenced operations in September 2020.
SR One’s clients include the following (each, a “Fund,” and collectively, together with
any future private investment fund to which SR One and/or its affiliates provide investment
advisory services, the “Funds”):
•
SR One Capital Fund I-A, LP;
•
SR One Capital Fund I-B, LP (and together with SR One Capital Fund I-A, LP,
“Fund I”);
• SR One Capital Fund II-A, LP;
• SR One Capital Fund II-B, LP (and together with SR One Capital Fund II-A, L.P.
“Fund II”)
•
SR One Co-Invest I, LLC;
•
SR One Co-Invest II, LLC;
•
SR One Co-Invest III, LLC;
•
SR One Co-Invest IV, LLC;
•
SR One Co-Invest IV-A, LLC;
•
SR One Co-Invest V, LLC;
•
SR One Co-Invest VI, LLC;
• SR One Co-Invest VII, LLC;
• SR One Co-Invest VIII, LLC;
• SR One Co-Invest IX, LLC;
• SR One Co-Invest X, LLC;
• SR One Co-Invest XI, LLC; and
• SR One Co-Invest XII, LLC (and together with SR One Co-Invest I, LLC, SR
One Co-Invest II, LLC, SR One Co-Invest III, LLC, SR One Co-Invest IV, LLC,
SR One Co-Invest IV-A, LLC, SR One Co-Invest V, LLC, SR One Co-Invest VI,
LLC, SR One Co-Invest VII, LLC, SR One Co-Invest VIII, LLC, SR One Co-
Invest IX, LLC, SR One Co-Invest X, LLC, and SR One Co-Invest XI, LLC
“Co-Invest Vehicles”)
For administrative ease and other reasons, each of SR One Capital Fund I-A, LP and SR
One Capital Fund I-B, LP invests all or substantially all of its assets into SR One Capital Fund I
Aggregator LP, and SR One Capital Fund II-A, LP and SR One Capital Fund II-B, LP invests all
or substantially all of its assets into SR One Capital Fund II Aggregator LP (SR One Capital Fund
I Aggregator LP, and SR One Capital Fund II Aggregator LP, each an “Aggregator, and together,
the "Aggregators") and, thus, is considered a "feeder fund" of their respective Aggregator. While
SR One treats the Aggregators as advisory clients, references to the Funds herein generally are
with respect to Fund I, Fund II and the Co-Invest Vehicles.
SR One Capital Partners I, LP, SR One Capital Partners II, LP, SR One Co-Invest I
Manager, LLC, SR One Co-Invest II Manager, LLC, SR One Co-Invest III Manager, LLC, SR
One Co-Invest IV Manager, LLC, SR One Co-Invest V Manager, LLC, SR One Co-Invest VI
Manager, LLC, SR One Co-Invest VII Manager, LLC, SR One Co-Invest VIII Manager, LLC, SR
One Co-Invest IX Manager, LLC, SR One Co-Invest X Manager, LLC, SR One Co-Invest XI
Manager, LLC, and SR One Co-Invest XII Manager, LLC (together with any future general
partners that may be formed from time to time, each a “General Partner,” collectively, the
“General Partners,” and together with SR One and their affiliated entities, the “Firm”), are
affiliated with SR One.
Each General Partner is subject to the Advisers Act pursuant to SR One’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with SR One.
The Funds are private funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” The Firm’s investment advisory
services to the Funds consist of identifying and evaluating investment opportunities, negotiating
the terms of investments, managing and monitoring investments and achieving dispositions for
such investments. Although investments are made predominantly in non-public companies,
investments in public companies are permitted. From time to time, where such investments consist
of portfolio companies, the senior principals or other personnel of SR One or
its affiliates generally
serve on such portfolio companies’ respective boards of directors or otherwise act to influence
control over management of portfolio companies in which the Funds have invested.
The Firm’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements of the Funds (each, a “Partnership
Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and
are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
In performing investment advisory services for the Funds, SR One has retained its affiliate, SR
One Capital LLP, a limited liability partnership registered under the laws of England and Wales (the
“UK Adviser”), to provide advisory personnel and services. Investors in the Funds (generally
referred to herein as “investors” or “limited partners”) participate in the overall investment program
for the applicable Fund, but in certain circumstances are excused from a particular investment due
to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for
the avoidance of doubt, such arrangements generally do not and will not create an adviser-client
relationship between SR One and any investor. The Funds or the General Partners generally expect
to enter into side letters or other similar agreements (“Side Letters”) with certain investors that
have the effect of establishing rights under, or altering or supplementing the terms (including
economic or other terms) of, the Governing Documents with respect to such investors.
The Firm also provides non-discretionary sub-advisory services to a strategic investor (the
“IAA Client”) with respect to a portfolio of investments which SR One principals historically had
advised at their prior firm (the “IAA Portfolio”).
Additionally, from time to time and as permitted by the Governing Documents, SR One
expects to provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers, SR
One’s personnel and/or certain other persons associated with SR One and/or its affiliates (e.g., a
vehicle formed by SR One’s principals to co-invest alongside a particular Fund’s transactions).
Such co-investments typically involve investment and disposal of interests in the applicable
portfolio company at the same time and on the same terms as the Fund making the investment.
However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund) purchases a portion of an investment from one or more Funds after
such Funds have consummated their investment in the portfolio company (also known as a post-
closing sell-down or transfer), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-
investor or co-invest vehicle generally is expected to occur shortly after the Fund’s completion of
the investment to avoid any changes in valuation of the investment but in certain instances could
be well after the Fund’s initial purchase. Where appropriate, and in SR One’s sole discretion, SR
One reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or
otherwise equitably to adjust the purchase price under certain conditions), and to seek
reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not
so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2022, SR One managed approximately $1,432,842,747 in client assets
on a discretionary basis. SR One is principally owned by Simeon George and Rajeev Dadoo.