0001193125-17-028467.txt : 20170202 0001193125-17-028467.hdr.sgml : 20170202 20170202111033 ACCESSION NUMBER: 0001193125-17-028467 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170202 DATE AS OF CHANGE: 20170202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSS SHORE DISCOVERY FUND CENTRAL INDEX KEY: 0001609706 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88878 FILM NUMBER: 17567251 BUSINESS ADDRESS: STREET 1: C/O ULTIMUS ASSET SERVICES, LLC STREET 2: 2960 N. MERIDIAN ST., SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46208 BUSINESS PHONE: 317-917-7000 MAIL ADDRESS: STREET 1: C/O ULTIMUS ASSET SERVICES, LLC STREET 2: 2960 N. MERIDIAN ST., SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46208 FORMER COMPANY: FORMER CONFORMED NAME: Cross Shore Discovery Fund DATE OF NAME CHANGE: 20140602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CROSS SHORE DISCOVERY FUND CENTRAL INDEX KEY: 0001609706 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: C/O ULTIMUS ASSET SERVICES, LLC STREET 2: 2960 N. MERIDIAN ST., SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46208 BUSINESS PHONE: 317-917-7000 MAIL ADDRESS: STREET 1: C/O ULTIMUS ASSET SERVICES, LLC STREET 2: 2960 N. MERIDIAN ST., SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46208 FORMER COMPANY: FORMER CONFORMED NAME: Cross Shore Discovery Fund DATE OF NAME CHANGE: 20140602 SC TO-I/A 1 d319032dsctoia.htm CROSS SHORE DISCOVERY FUND CROSS SHORE DISCOVERY FUND

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

CROSS SHORE DISCOVERY FUND

(Name of Subject Company (Issuer))

CROSS SHORE DISCOVERY FUND

(Name of Filing Person(s) (Issuer))

Institutional Shares

(Title of Class of Securities)

47-1321680

(CUSIP Number of Class of Securities)

Tina Bloom

Secretary

Cross Shore Discovery Fund

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246

(513) 587-3418

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))

Copy to:

Edward C. Lawrence

Bernstein Shur, Sawyer & Nelson

100 Middle Street

Portland, ME 04104-5029

(207) 228-7182

September 19, 2016

(Date Tender Offer First Published, Sent or Given to Security Holders)

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation:    Amount of Filing Fee:
$7,159,837.398 (20% of 7/31/16 NAV)(a)    $721(b)

 

(a) Calculated as the aggregate maximum value of Institutional Shares being purchased.
(b) Calculated at $100.70 per $1,000,000 of the Transaction Valuation.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:      Filing Party:
Form or Registration No.:      Date Filed:

☐  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☐  third-party tender offer subject to Rule 14d-1.
  ☒  issuer tender offer subject to Rule 13e-4.
  ☐  going-private transaction subject to Rule 13e-3.
  ☐  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the U.S. Securities and Exchange Commission on September 19, 2016 by Cross Shore Discovery Fund (the “Fund”) in connection with an offer by the Fund to purchase Institutional Shares of the Fund (“Shares”) from shareholders of that class (“Shareholders”) in an aggregate amount of up to twenty percent (20%) of the Shares’ net asset value as of December 30, 2016 tendered by Shareholders and not withdrawn consistent with the terms of the Offer to Purchase and Letter of Transmittal (collectively, the “Offer”). Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits B & C to the Statement on September 19, 2016.

This is the final amendment to the Statement and it is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

 

(1) Shareholders who desired to tender their Shares, or a portion thereof, for purchase were required to submit their tenders prior to 11:59 P.M., Eastern Time, on October 17, 2016.

 

(2) 31,355.928 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, and all of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.

 

(3) The Valuation Date of the Shares tendered pursuant to the Offer was December 30, 2016.

 

(4) Payment of the repurchase price was made in the form of four promissory notes issued to the shareholders whose tendered Shares were accepted for repurchase by the Fund. On January 30, 2017, the Fund paid such shareholders a total of $3,128,380.92, representing the amount payable under the promissory notes.

 

 

 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.

 

CROSS SHORE DISCOVERY FUND
By:  

/s/ Neil Kuttner

Name:   Neil Kuttner
Title:   President, Principal Executive Officer

February 2, 2017

 

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