BRYNWOOD PARTNERS (CRD# 158087)

Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?

 Radio button selected, changed  Radio button not selected
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.


SECTION 7.B.(1) Private Fund Reporting

  Total Funds: 4
 
A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BRYNWOOD PARTNERS IV L.P.
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-9715436768
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BRYNWOOD MANAGEMENT IV L.P.

4. The private fund (check all that apply; you must check at least one):
  Checkbox checked, changed   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox not checked   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
   
    Private Fund Identification Number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1). for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button not selected hedge fund  Radio button not selected liquidity fund  Radio button selected, changed private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund
 
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 5,476,057

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
14

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
4%

15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
19%

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
6%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any other investment advisers advise the private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18(a) is "no," leave this question blank.
No Information Filed
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-1103480

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) Are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  GRANT THORNTON LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Does the report prepared by the auditing firm contain an unqualified opinion?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button not selected  Radio button selected, changed
If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

No Information Filed



Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button not selected  Radio button selected, changed
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (f) separately for each custodian.

No Information Filed



Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BRYNWOOD PARTNERS V L.P.
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-6173434542
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BRYNWOOD MANAGEMENT V L.P.

4. The private fund (check all that apply; you must check at least one):
  Checkbox checked, changed   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox not checked   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
   
    Private Fund Identification Number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1). for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button not selected hedge fund  Radio button not selected liquidity fund  Radio button selected, changed private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund
 
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 1,264,187

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
23

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
3%

15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
23%

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
14%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any other investment advisers advise the private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18(a) is "no," leave this question blank.
No Information Filed
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-1301784

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) Are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  GRANT THORNTON LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Does the report prepared by the auditing firm contain an unqualified opinion?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button not selected  Radio button selected, changed
If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

No Information Filed



Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button not selected  Radio button selected, changed
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (f) separately for each custodian.

No Information Filed



Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BRYNWOOD PARTNERS VI L.P.
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-8357060831
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BRYNWOOD MANAGEMENT VI L.P.

4. The private fund (check all that apply; you must check at least one):
  Checkbox checked, changed   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox not checked   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
   
    Private Fund Identification Number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1). for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button not selected hedge fund  Radio button not selected liquidity fund  Radio button selected, changed private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund
 
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 175,617,796

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
29

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
4%

15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
34%

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
7%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any other investment advisers advise the private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18(a) is "no," leave this question blank.
No Information Filed
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-1448748

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) Are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  GRANT THORNTON LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Does the report prepared by the auditing firm contain an unqualified opinion?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button not selected  Radio button selected, changed
If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

No Information Filed



Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button not selected  Radio button selected, changed
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (f) separately for each custodian.

No Information Filed



Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


A. PRIVATE FUND

Information About the Private Fund

1. (a) Name of the private fund:
    BRYNWOOD PARTNERS VII L.P.
  (b) Private fund identification number:
(include the "805-" prefix also)
    805-3307957710
   

2. Under the laws of what state or country is the private fund organized:
    State:

Delaware
Country:

United States
   

3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
 
Name of General Partner, Manager, Trustee, or Director
BRYNWOOD MANAGEMENT VII L.P.

4. The private fund (check all that apply; you must check at least one):
  Checkbox checked, changed   (1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
  Checkbox not checked   (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
 
No Information Filed
    Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
 
No Information Filed
 
    Yes No
  (c) Is this a "feeder fund" in a master-feeder arrangement?  Radio button not selected  Radio button selected, changed
  (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
    Name of the Private Fund:
   
    Private Fund Identification Number:
(include the "805-" prefix also)
   
   
  NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1). for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:
 

No Information Filed


 
  NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.
    Yes No
8. (a) Is this private fund a "fund of funds"?  Radio button not selected  Radio button selected, changed
(b) If yes, does the private fund invest in funds managed by you or by a related person?  Radio button not selected  Radio button not selected
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, whether or not they are also private funds, or registered investment companies.
    Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?  Radio button not selected  Radio button selected, changed

10. What type of fund is the private fund?
 Radio button not selected hedge fund  Radio button not selected liquidity fund  Radio button selected, changed private equity fund  Radio button not selected real estate fund  Radio button not selected securitized asset fund  Radio button not selected venture capital fund  Radio button not selected Other private fund
 
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
 
11. Current gross asset value of the private fund:
$ 483,812,321

Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 5,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:
38

14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
5%

15. What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
8%

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
24%

Your Advisory Services
    Yes No
17. (a) Are you a subadviser to this private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17(a) is "no," leave this question blank.
No Information Filed
    Yes No
18. (a) Do any other investment advisers advise the private fund?  Radio button not selected  Radio button selected, changed
(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18(a) is "no," leave this question blank.
No Information Filed
    Yes No
19. Are your clients solicited to invest in the private fund?  Radio button not selected  Radio button selected, changed

20. Approximately what percentage of your clients has invested in the private fund?
0%

Private Offering
    Yes No
21. Does the private fund rely on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?  Radio button selected, changed  Radio button not selected

22. If yes, provide the private fund's Form D file number (if any):
 
Form D file number
021-204086

B. SERVICE PROVIDERS

Auditors
    Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?  Radio button selected, changed  Radio button not selected
(2) Are the financial statements prepared in accordance with U.S. GAAP?  Radio button selected, changed  Radio button not selected
If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

Additional Auditor Information : 1 Record(s) Filed.

If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

(b) Name of the auditing firm:
  GRANT THORNTON LLP

(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):  
City:
NEW YORK
State:

New York
Country:

United States
  Yes No
(d) Is the auditing firm an independent public accountant?  Radio button selected, changed  Radio button not selected

(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?  Radio button selected, changed  Radio button not selected

(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?  Radio button selected, changed  Radio button not selected

    Yes No
(g) Are the private fund's audited financial statements distributed to the private fund's investors?  Radio button selected, changed  Radio button not selected
(h) Does the report prepared by the auditing firm contain an unqualified opinion?
 Radio button selected, changed Yes  Radio button not selected No  Radio button not selected Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
    Yes No
24. (a) Does the private fund use one or more prime brokers?  Radio button not selected  Radio button selected, changed
If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

No Information Filed



Custodian
    Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?  Radio button not selected  Radio button selected, changed
If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (f) separately for each custodian.

No Information Filed



Administrator
    Yes No
26. (a) Does the private fund use an administrator other than your firm?  Radio button not selected  Radio button selected, changed
If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed



27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
    Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?  Radio button not selected  Radio button selected, changed
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to 28(a) is "yes", respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed


  Total Funds: 4


SECTION 7.B.(2) Private Fund Reporting

No Information Filed