RCP Advisors 3, LLC / RCP Fund XXI, LP
RCP Fund XXI Form D/A reports $172.5M sold
Summary: SEC Form D/A records RCP Fund XXI, LP as a private-equity fund issuer and reports $172.5 million sold against a $500 million total offering amount. The filing states that a management fee will be paid to RCP Advisors 3, LLC as investment manager, but the figures should be read as exempt-offering notice data rather than a final close, demand-quality, performance, or suitability signal.
Why it matters: The filing may matter to due-diligence readers as a public fundraising and vehicle-formation signal tied to the RCP platform, while Form D/A data does not establish final fund size, investor composition, fee economics beyond the filing's limited disclosure, returns, or investment merit.
Summary
SEC Form D/A records RCP Fund XXI, LP as a Delaware limited partnership issuer and classifies it as a pooled investment fund / private equity fund. The filing reports a $500,000,000 total offering amount, $172,471,819 sold, and $327,528,181 remaining as of the September 1, 2026 filing.
The filing states that a management fee will be paid to RCP Advisors 3, LLC as investment manager of the issuer. This draft treats the item as a filing-led exempt-offering notice, not as a final close announcement or evidence of fund quality, investor demand, performance, or suitability.
Why it matters
For due-diligence readers, the useful signal is that an RCP-linked private-equity vehicle has a public Form D/A amendment with updated offering and amount-sold figures. The filing provides a bounded view of notice-filed fundraising facts and identifies the investment-manager text used in the SEC filing.
The signal should stay narrow. A Form D/A does not disclose final fund size, limited-partner identities, investor quality, economics beyond limited notice fields, portfolio exposure, investment performance, or whether any investor should allocate to the vehicle.
Source notes
- SEC EDGAR filing index: https://www.sec.gov/Archives/edgar/data/2146453/000214645326000002/0002146453-26-000002-index.htm
- SEC Form D/A primary XML: https://www.sec.gov/Archives/edgar/data/2146453/000214645326000002/primary_doc.xml
- AdviserInfo profile for the RCP adviser lane, used only for public identity context: https://adviserinfo.sec.gov/firm/summary/289963
- Source posture: SEC EDGAR is the controlling source for the issuer, filing type, offering amount, amount sold, amount remaining, private-equity-fund classification, and RCP Advisors 3 investment-manager wording.
- Verifier posture: the 2026-09-18 AM source reviewer cleared the item for drafting after SEC company-feed and primary XML checks supported RCP Fund XXI, LP, Form D/A status, the September 1, 2026 filing, the $500 million total offering amount, the $172,471,819 amount sold, and the statement that a management fee will be paid to RCP Advisors 3, LLC as investment manager.
- Editorial caveat: use RCP Advisors 3 / RCP Advisors XXI wording carefully and avoid treating RCP Advisors 2, RCP Advisors 3, RCP Advisors XXI, P10, the issuer, and the general partner as interchangeable unless a cited source says so directly.
9AT filing context
The SEC Form D/A is the core filing context for this item. It identifies RCP Fund XXI, LP as the issuer, classifies the issuer as a private equity fund, reports $172.5 million sold against a $500 million total offering amount, and includes investment-manager wording for RCP Advisors 3, LLC.
Public ADV/profile context reviewed by 9AT maps the RCP adviser lane to RCP Advisors 2, LLC, CRD 289963 / SEC file 801-111835, with about $18.2 billion in ADV-reported profile scale. That context is useful for identity and platform scoping only; it should not collapse related RCP entities or extend the Form D/A beyond what the filing says.
No 13F or Form 5500 context is recommended for this draft. The filing context should not be used to infer investor quality, final fundraising outcome, fee economics, portfolio holdings, performance, returns, or investment merit.
What to watch
Watch for later SEC amendments, an RCP source-party announcement, adviser brochures, or other public filings that clarify whether the offering amount changes, whether additional sales are reported, how the target size language is described, and how RCP explains the relationship among the issuer, investment manager, general partner, adviser entities, and broader platform.
Future coverage should keep Form D/A amounts in their notice-filing context and avoid treating them as final close figures or as evidence of demand quality, investor composition, performance, or suitability.