Form D · Other Investment Fund
Willow Tree Fund III (Unlevered) (Offshore), LP
New York, NY · CIK 0002074385
Offering snapshot reported Jul 17, 2026 · SEC filing
- Reported sold
- $20M Indefinite offering
- Investors reported
- 1 Form D · investor count
- Minimum accepted
- $0 Reported outside-investor minimum
- First sale
- Aug 14, 2025 As reported in this filing
What changed?
Latest filing versus its linked predecessor, where available.
- Reported investors0 → 1
Filing history
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| Filed | Filing type | Reported sold | Change vs linked filing | Investors | Source |
|---|---|---|---|---|---|
| Jul 17, 2026 | Amendment | $20,000,000 | No comparison | 1 | SEC filing |
| Jul 17, 2025 | Initial | Yet to sell | No comparison | 0 | SEC filing |
Offering details
- Securities
- Equity, Pooled investment fund
- Exemptions
- 06b, 3C, 3C.7
- Duration over one year
- Yes
- Business combination
- No
- Sales commissions
- $0 (estimated)
- Finders' fees
- $0 (estimated)
- Form D file number
- 021-552090
Sales compensation recipients
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| Recipient | CRD | Associated broker-dealer |
|---|---|---|
| HARRIS WILLIAMS | 113930 | |
| FPCG, LLC | 122341 | |
| Revere Securities LLC | 14178 |
Source: Form D, filed Jul 17, 2026. Minimum accepted may differ from a standard advertised minimum.
Fund connections
The linked fund shows its most recently reported ADV details.
Matched by reported Form D file number
WILLOW TREE FUND III (UNLEVERED) (OFFSHORE), LP
Investment adviser: WILLOW TREE CREDIT PARTNERS LP
- Gross asset value
- $20M
- Beneficial owners
- 1
- ADV minimum commitment
- $1M
Reported in Form ADV on Feb 28, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.
Service providers
Provider details
- Annual audit
- Yes
- Prime brokers
- No
- Custodians
- Yes
- Administrator other than the adviser
- Yes
- External marketing
- Yes
PRICEWATERHOUSECOOPERS LLP
PCAOB 1266
FOCUSPOINT PRIVATE CAPITAL GROUP
CRD 122341 · SEC 8-65488
HARRIS WILLIAMS PRIMARY FUND PLACEMENT LLC
CRD 131452 · SEC 8-66464
REVERE SECURITIES LLC
CRD 14178 · SEC 8-30511
Filing source
Form ADV 2062535 · Feb 28, 2026 · Schedule D 7.B.(1), fund 805-2657312070
Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.
People & organizations
Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.
| Name | Reported role |
|---|---|
| Timothy Lower | Executive, Promoter |
| N/A Willow Tree Credit Partners Lp | Promoter |
| N/A Willow Tree Fund Iii (Unlevered) (Offshore) Gp, Llc | Promoter |
| N/A Willow Tree Management Company, Llc | Promoter |
Issuer details
Industry: Pooled Investment Fund (See others in industry)
Address:New York, NY, 10022