Theorem Partners Llc

Allegations: THEOREM MAIN FUND OFFSHORE LP FILED ITS OFFERING NOTICE WITH THE BUREAU MORE THAN A YEAR AFTER ITS FIRST SALE OF COVERED SECURITIES IN NEW HAMPSHIRE. Status: Final Sanction Detail: THE $2,000 FINE WAS PAID IN FULL ON 7/21/2020. Summary: THEOREM MAIN FUND (THE ONSHORE FEEDER) SUBMITTED A 506 NOTICE FILING IN 2017 WITHIN THE TIME FRAME REQUIRED UNDER NEW HAMPSHIRE RSA 421-B:3-301 BASED ON A SUBSCRIPTION FROM ONE NH INVESTOR. IN 2018, THAT INVESTOR REQUESTED TO TRANSFER ITS INTEREST TO THEOREM MAIN FUND OFFSHORE (THE OFFSHORE FEEDER), WHICH IS A DIFFERENT FEEDER FUND OF THE SAME MASTER FUND. THE TRANSFER WAS COMPLETED. BECAUSE THIS WAS NOT A NEW INVESTOR, IT WAS OUTSIDE THE PROCESS BY WHICH THEOREM WOULD ORDINARILY IDENTIFY THAT A 506 FILING WAS REQUIRED. THE ADMINISTRATIVE ERROR WAS IDENTIFIED AS PART OF A FULL REVIEW OF BLUE SKY FILINGS UNDERTAKEN FOLLOWING THEOREM'S HIRING OF A NEW CHIEF COMPLIANCE OFFICER, AND THEOREM PROMPTLY COMPLETED A 506 NOTICE FILING TO REFLECT THE TRANSFER. AT NO TIME WAS A FILING NOT IN PLACE FOR THIS PARTICULAR INVESTOR; RATHER, THE FILING WAS IN PLACE BUT FOR THE INCORRECT ENTITY WITHIN THE SAME FUND COMPLEX.