0001580642-22-002758.txt : 20220512 0001580642-22-002758.hdr.sgml : 20220512 20220512165729 ACCESSION NUMBER: 0001580642-22-002758 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220512 DATE AS OF CHANGE: 20220512 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: 22918744 BUSINESS ADDRESS: STREET 1: ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 513-587-3400 MAIL ADDRESS: STREET 1: ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 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: ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 513-587-3400 MAIL ADDRESS: STREET 1: ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: Cross Shore Discovery Fund DATE OF NAME CHANGE: 20140602 SC TO-I/A 1 crossshresctoia.htm SC TO-I/A

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)

 

Emily Schmidt

Assistant Secretary

Cross Shore Discovery Fund

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246

(513) 869-4303

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Person(s))

 

Copy to:

 

Caleb C.B. DuBois

Bernstein Shur, Sawyer & Nelson

100 Middle Street

Portland, ME 04104-5029

(207) 228-7378

 

 

December 15, 2021

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

 

 
 

 

 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.
     
  X 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: [X]

 

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 December 15, 2021 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 Fund’s net asset value as of March 31, 2022 subject to the terms and conditions set out in the related Offer to Purchase and Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed with the Statement on December 15, 2021.

 

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 January 14, 2022.

 

(2)1,481.469 Shares, which after reinvestment of dividends increased to 1,618.173 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 March 31, 2022.

 

(4)Payment of the repurchase price was made in the form of promissory notes issued to the Shareholders whose tendered Shares were accepted for repurchase by the Fund. On May 4, 2022 the Fund paid such Shareholders $130,473.29 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.

 

2
 

 

 

 

CROSS SHORE DISCOVERY FUND

   
       
       
  By: /s/ Neil Kuttner_________________________
  Name: Neil Kuttner
  Title: President, Principal Executive Officer
   

 

May 6, 2022

Exhibit

Filing Fee Table

3
 
 EX-FILING FEES 2 updatedfilingfeetable.htm

Calculation of Filing Fee Table

 

SC TO-I

(Form Type)

 

Cross Shore Discovery Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

 

  Transaction Valuation Fee Rate Amount of Filing Fee
Fees to Be Paid: $0 -- $0
Fees Previously Paid $9,752,706.64(1) 0.0000927 $904.08(2)
Total Transaction Valuation $9,752,706.64(1)    
Total Fees Due for Filing     $0
       
Total Fees Previously Paid     $904.08(3)
Total Fee Offsets     $0
       
Net Fee Due     $0
(1)Estimated solely for purposes of calculating the filing fee for this transaction in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the maximum percentage of Shares offered to be repurchased calculated at the most recent net asset value per Share as of the filing date (20% of net asset value offered to be repurchased valued at the most recent net asset value as of the fling date, or 10/29/2021).
(2)The amount of the filing fee calculated in accordance with the Exchange Act equals $92.70 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act.
(3)The fee of $904.08 was paid by the Fund in connection with filing its Schedule TO-I on December 15, 2021. This is the final amendment to the Schedule TO and is being filed to report the results of the offer.