Form D/A IRONWOOD INSTITUTIONAL

June 21, 2021 1:32 PM EDT

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number:3235-0076
Expires:August 31, 2015
Estimated average burden
hours per response:4.00

1. Issuer's Identity

CIK (Filer ID Number)Previous Names
XNone
Entity Type
0001365495
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
XOther (Specify)

Name of Issuer
IRONWOOD INSTITUTIONAL LTD
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
XOver Five Years Ago
Within Last Five Years (Specify Year) 
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
IRONWOOD INSTITUTIONAL LTD
Street Address 1Street Address 2
Maples Corporate Services LimitedUgland House, South Church Street
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
Grand CaymanCAYMAN ISLANDSKY1-1104345-945-8066

3. Related Persons

Last NameFirst NameMiddle Name
Ironwood Capital Managementn/a
Street Address 1Street Address 2
One Market Plaza, Steuart TowerSuite 2500
CityState/Province/CountryZIP/PostalCode
San FranciscoCALIFORNIA94105
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

Investment Manager
Last NameFirst NameMiddle Name
GansJonathan
Street Address 1Street Address 2
Ironwood Capital ManagementOne Market, Steuart Tower, Suite 2500
CityState/Province/CountryZIP/PostalCode
San FranciscoCALIFORNIA94105
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
CaterPhillip
Street Address 1Street Address 2
International Management Services Ltd.Harbour Centre
CityState/Province/CountryZIP/PostalCode
George Town, Grand CaymanCAYMAN ISLANDSKY1-1102
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
Van VuurenRuan
Street Address 1Street Address 2
International Management Services Ltd.Harbour Centre
CityState/Province/CountryZIP/PostalCode
George Town, Grand CaymanCAYMAN ISLANDSKY1-1102
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):

 

4. Industry Group

 Agriculture
Banking & Financial Services
 Commercial Banking
 Insurance
 Investing
 Investment Banking
XPooled Investment Fund
XHedge Fund
 Private Equity Fund
 Venture Capital Fund
 Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
 YesXNo
 Other Banking & Financial Services
 Business Services
Energy
 Coal Mining
 Electric Utilities
 Energy Conservation
 Environmental Services
 Oil & Gas
 Other Energy
Health Care
 Biotechnology
 Health Insurance
 Hospitals & Physicians
 Pharmaceuticals
 Other Health Care
 Manufacturing
Real Estate
 Commercial
 Construction
 REITS & Finance
 Residential
 Other Real Estate
 
Retailing
 
Restaurants
Technology
 Computers
 Telecommunications
 Other Technology
Travel
 Airlines & Airports
 Lodging & Conventions
 Tourism & Travel Services
 Other Travel
 
Other

5. Issuer Size

Revenue RangeORAggregate Net Asset Value Range
  No Revenues  No Aggregate Net Asset Value
  $1 - $1,000,000  $1 - $5,000,000
  $1,000,001 - $5,000,000  $5,000,001 - $25,000,000
  $5,000,001 - $25,000,000  $25,000,001 - $50,000,000
  $25,000,001 - $100,000,000  $50,000,001 - $100,000,000
  Over $100,000,000  Over $100,000,000
  Decline to DiscloseXDecline to Disclose
  Not Applicable   Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

  Rule 504(b)(1) (not (i), (ii) or (iii))
XInvestment Company Act Section 3(c)
   Section 3(c)(1)   Section 3(c)(9)
   Section 3(c)(2)   Section 3(c)(10)
   Section 3(c)(3)   Section 3(c)(11)
   Section 3(c)(4)   Section 3(c)(12)
   Section 3(c)(5)   Section 3(c)(13)
   Section 3(c)(6)   Section 3(c)(14)
XSection 3(c)(7)
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
XRule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
  

7. Type of Filing

   New NoticeDate of First Sale2006-05-01   First Sale Yet to Occur
XAmendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
XYes   No

9. Type(s) of Securities Offered (select all that apply)

   EquityXPooled Investment Fund Interests
   Debt   Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security   Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security   Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   YesXNo

Clarification of Response (if Necessary):

 

11. Minimum Investment

Minimum investment accepted from any outside investor$250,000USD

12. Sales Compensation

Recipient
Recipient CRD Number   None
City National Securities, Inc.103705
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
400 North Roxbury DriveSuite 700
CityState/Province/CountryZIP/Postal Code
Beverly HillsCALIFORNIA90210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Citigroup Global Markets, Inc.7059
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
390-388 Greenwich Street 
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10013
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Oppenheimer & Co. Inc.249
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
85 Broad Street22nd Floor
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Morgan Keegan & Company, LLC4161
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
50 North Front Street 
CityState/Province/CountryZIP/Postal Code
MemphisTENNESSEE38103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
Merrill Lynch, Pierce, Fenner & Smith Incorporated7691
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
One Bryant Park 
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Enerecap Partners, LLC26554
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1718 Peachtree StreetNW Suite 900
CityState/Province/CountryZIP/Postal Code
AtlantaGEORGIA30309
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
MT Rushmore Securities LLC130955
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1703 Kosola Avenue, #B-1 
CityState/Province/CountryZIP/Postal Code
FairfieldIOWA52556
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
Capital Management Partners, Inc.21973
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1100 North Fourth StreetSuite 141
CityState/Province/CountryZIP/Postal Code
FairfieldIOWA52556
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
EMCOR Securities, Inc.45722
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
400 Madison AvenueSuite 8A
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
Fortigent Securities Company, LLC46022
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
2600 Tower Oaks Blvd.Suite 500
CityState/Province/CountryZIP/Postal Code
RockvilleMARYLAND20852
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
Metcircle Securities LLC132690
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
103 East 84th StreetSuite 5B
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10028
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
Osage Investments, Inc.118539
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1200 North Federal HighwaySuite 400
CityState/Province/CountryZIP/Postal Code
Boca RatonFLORIDA33432
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
Stifel, Nicolaus & Company, Inc.793
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
501 North Broadway 
CityState/Province/CountryZIP/Postal Code
St. LouisMISSOURI63102
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
HighTower Securities LLC116681
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
200 West Madison StreetSuite 2500
CityState/Province/CountryZIP/Postal Code
ChicagoILLINOIS60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Foreside Fund Services, LLC46106
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
Three Canal Plaza3rd Floor
CityState/Province/CountryZIP/Postal Code
PortlandMAINE04101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
RA Bench Inc.108011
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1301 5th AvenueSuite 3525
CityState/Province/CountryZIP/Postal Code
SeattleWASHINGTON98101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD Number   None
LPL Financial LLC6413
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
75 State Street22nd Floor
CityState/Province/CountryZIP/Postal Code
BostonMASSACHUSETTS02109
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Credit Suisse Securities (USA) LLC816
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
11 Madison Avenue 
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10010
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Raymond James & Associates, Inc.705
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
880 Carillon Parkway 
CityState/Province/CountryZIP/Postal Code
St PetersburgFLORIDA33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Chalice Capital Partners, LLC288898
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
10920 Via FronteraSuite 520
CityState/Province/CountryZIP/Postal Code
San DiegoCALIFORNIA92127
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

Recipient
Recipient CRD Number   None
Morgan Stanley149777
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
2000 Westchester Avenue 
CityState/Province/CountryZIP/Postal Code
PurchaseNEW YORK10577-2430
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount$  USD
orXIndefinite
Total Amount Sold$425,667,684USD
Total Remaining to be Sold$  USD
orXIndefinite

Clarification of Response (if Necessary):

  

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
 
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
75

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions$1,022,822USD
XEstimate
Finders' Fees$0USD
   Estimate

Clarification of Response (if Necessary):

IM pays up to 30% of mgt fees to selling agents-see item 12. Current offering began prior to 3/15/09; item 15 reflects info from such date. Certain entities listed in Item 12 are no longer registered broker-dealers & therefore receive no commissions.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0USD
   Estimate

Clarification of Response (if Necessary):

 

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate
IRONWOOD INSTITUTIONAL LTDJonathan GansJonathan GansDirector of the Issuer2021-06-21

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.




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