Form D/A Starwood Distressed Oppo

September 22, 2021 10:08 AM 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
0001822724
Corporation
XLimited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Starwood Distressed Opportunity Fund XII SAR, L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
XWithin Last Five Years (Specify Year)2020
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Starwood Distressed Opportunity Fund XII SAR, L.P.
Street Address 1Street Address 2
591 WEST PUTNAM AVENUE
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
GREENWICHCONNECTICUT06830(203) 422-7700

3. Related Persons

Last NameFirst NameMiddle Name
DishnerJeffrey
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
GrahamChristopherD.
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
RinaldiEllisF.
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
BarbettaJennifer
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
SternlichtBarryS.
Street Address 1Street Address 2
c/o Starwood Capital Group1601 Washington Avenue, Suite 800
CityState/Province/CountryZIP/PostalCode
Miami BeachFLORIDA33139
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
BroderJames
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:Executive OfficerDirectorXPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
RubinLaura
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
DeasonMark
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):

 
Last NameFirst NameMiddle Name
LeftonMichael
Street Address 1Street Address 2
c/o Starwood Capital Group591 West Putnam Ave.
CityState/Province/CountryZIP/PostalCode
GreenwichCONNECTICUT06830
Relationship:Executive OfficerDirectorXPromoter

Clarification of Response (if Necessary):

 

4. Industry Group

 Agriculture
Banking & Financial Services
 Commercial Banking
 Insurance
 Investing
 Investment Banking
XPooled Investment Fund
 Hedge Fund
 Private Equity Fund
 Venture Capital Fund
XOther 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 Sale2020-09-25   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)

XEquityXPooled 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$0USD

12. Sales Compensation

Recipient
Recipient CRD Number   None
J.P. Morgan Securities LLC79
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
383 Madison Avenue 
CityState/Province/CountryZIP/Postal Code
New YorkNEW YORK10179
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD NumberXNone
ROAM Capital 
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
Carrera 7 # 83 - 29 ? Suite 401 
CityState/Province/CountryZIP/Postal Code
Bogot?COLOMBIA00000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD NumberXNone
Further Capital Partners Ltd. 
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
8 Wellington Street East, Fourth Floor 
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM5E 1C5
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD NumberXNone
VolcomCapital S.A. 
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
Colonia 810. Office 403 
CityState/Province/CountryZIP/Postal Code
MontevideoURUGUAY00000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
XForeign/non-US

Recipient
Recipient CRD NumberXNone
IBK Securities Co. Ltd. 
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
11 Gukjegeumyung-ro 6-gil Yeongdeungpo-g 
CityState/Province/CountryZIP/Postal Code
SeoulKOREA, DEMOCRATIC PEOPLE'S REPUBLIC OF00000
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
UBS Financial Services Inc.8174
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
1200 Harbor Blvd 
CityState/Province/CountryZIP/Postal Code
WeehawkenNEW JERSEY07086
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
   Foreign/non-US

Recipient
Recipient CRD NumberXNone
UBS Switzerland AG 
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
Bd du Pont-d'Arve 39 
CityState/Province/CountryZIP/Postal Code
GeneveSWITZERLAND1205
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
XForeign/non-US

Recipient
Recipient CRD NumberXNone
BNP Paribas SA/Wealth Management Division 
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
16, boulevard des Italiens 
CityState/Province/CountryZIP/Postal Code
ParisFRANCE75009
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
SAXONY SECURITIES, INC.115547
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
NoneNone
Street Address 1Street Address 2
7401 Watson Rd.Suite 86
CityState/Province/CountryZIP/Postal Code
St. LouisMISSOURI63119
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
XAll States
XForeign/non-US

13. Offering and Sales Amounts

Total Offering Amount$10,000,000,000USD
or   Indefinite
Total Amount Sold$9,878,825,480USD
Total Remaining to be Sold$121,174,520USD
or  Indefinite

Clarification of Response (if Necessary):

Total amount sold includes amounts sold with respect to Issuer's related entities.

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:
1

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$6,810,836USD
XEstimate
Finders' Fees$0USD
XEstimate

Clarification of Response (if Necessary):

Amounts listed in Item 15 are estimated and include amounts in respect of the Issuer's related entities.

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
XEstimate

Clarification of Response (if Necessary):

The general partner is entitled to a performance allocation. The general partner is also entitled to a management fee. The performance allocation and management fee are fully discussed in the Issuer's confidential offering materials.

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
Starwood Distressed Opportunity Fund XII SAR, L.P.James AllenJames AllenChief Financial Officer2021-09-22

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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