UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EXCELSIOR PRIVATE EQUITY FUND III, LLC
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(Exact name of registrant as specified in its charter)
Delaware Applied For
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
114 WEST 47TH STREET, NEW YORK, NEW YORK 10036-1532
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
__________________________ ______________________________
__________________________ ______________________________
__________________________ ______________________________
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form
relates: __________.
Securities to be registered pursuant to Section 12(g) of the Act:
UNITS OF MEMBERSHIP INTEREST WITHOUT PAR VALUE
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(Title of class)
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Units of Membership Interest without par
value, which are to be registered hereunder is contained under the
captions "The Company," "The Offering," and "Description of Units" in
the Prospectus forming part of the Registration Statement on Form N-2
(the "Registration Statement") of Excelsior Private Equity Fund III,
LLC (the "Company"), filed with the Securities and Exchange Commission
under the Securities Act of l933, as amended, on February 23rd, 2000
and in the Operating Agreement to be filed as an exhibit thereto.
Such description is hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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2.1 Certificate of Formation of Limited Liability Company dated
February 18, 2000.*
2.2 Operating Agreement.*
2.3 Form of Subscription Agreement for investment in units of the
Company.*
* Incorporated by reference to the registrant's Registration Statement on
Form N-2 filed on February 23, 2000.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
EXCELSIOR PRIVATE EQUITY FUND III, LLC
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(Registrant)
Date February 23, 2000
By: /s/ David I. Fann
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Name: David I. Fann
Title: Manager, President and
Co-Chief Executive Officer
