0001580642-22-005622.txt : 20221104 0001580642-22-005622.hdr.sgml : 20221104 20221104164925 ACCESSION NUMBER: 0001580642-22-005622 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20221104 DATE AS OF CHANGE: 20221104 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: 221362895 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 cross-shore_toia.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)

 

22757Y104

(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:

 

Thomas G. Sheehan

Practus, LLP

11300 Tomahawk Creek Parkway

Suite 310

Leawood, KS 66211

(207) 553-3834

 

 

June 15, 2022

(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 June 15, 2022 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 September 30, 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 June 15, 2022.

 

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 July 15, 2022.

 

(2)13,550.961 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 September 30, 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 October 31, 2022 the Fund paid such Shareholders $1,035,022.41 representing the amount payable under the promissory notes.
2 
 

 

 

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/ Stephan Togher_________________________  
    Name: Stephan Togher    
    Title: President, Principal Executive Officer  
                 

 

November 4, 2022

Exhibit

Filing Fee Table

3 
 EX-FILING FEES 2 filingfee.htm

Calculation of Filing Fee Tables

 

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 $7,912,045.99 (1) 0.0000927 $733.45 (2)
Total Transaction Valuation $7,912,045.99 (1)    
Total Fees Due for Filing     $0
       
Total Fees Previously Paid     $733.45 (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 filing date, or 4/29/22).

(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 $733.45 was paid by the Fund in connection with filing its Schedule TO-I on June 15, 2022. This is the final amendment to the Schedule TO and is being filed to report the results of the offer.