The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0001215217
CAP FUND, LP
CONCENTRATED ALPHA PARTNERS LP
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
BBT MASTER FUND, LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BBT MASTER FUND, LP
Street Address 1 Street Address 2
C/O CITCO FUND SERVICES (CAYMAN ISLANDS) 89 NEXUS WAY, CAMANA BAY, PO BOX 31106
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1205 817-390-8400

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001170610
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
DOMESTIC CAP PARTNERS L P
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
DOMESTIC CAP PARTNERS L P
Street Address 1 Street Address 2
C/O BBT MASTER GENPAR, L.P. 201 MAIN STREET, SUITE 3200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
FT WORTH TEXAS 76102 817-390-8400

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001520166
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
SRI Domestic Partners, L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SRI Domestic Partners, L.P.
Street Address 1 Street Address 2
C/O BBT MASTER GENPAR, L.P. 201 MAIN STREET, SUITE 3200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
FORT WORTH TEXAS 76102 817-390-8400

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001520157
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
SRI Overseas Partners, L.P.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SRI Overseas Partners, L.P.
Street Address 1 Street Address 2
C/O CITCO FUND SERVICES (CAYMAN ISLANDS) 89 NEXUS WAY, CAMANA BAY, PO BOX 31106
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1205 817-390-8400

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001520164
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Cayman Islands Exempted Company
Name of Issuer
Overseas CAP Partners, Inc.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Overseas CAP Partners, Inc.
Street Address 1 Street Address 2
C/O CITCO FUND SERVICES (CAYMAN ISLANDS) 89 NEXUS WAY, CAMANA BAY, PO BOX 31106
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1205 817-390-8400

3. Related Persons

Last Name First Name Middle Name
BBT Master Genpar, L.P. N/A
Street Address 1 Street Address 2
201 Main Street, Suite 3200
City State/Province/Country ZIP/PostalCode
Fort Worth TEXAS 76102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing General Partner of the following entities:BBT Master Fund, L.P.;Domestic CAP Partners, L.P.;and SRI Domestic Partners, L.P.
Last Name First Name Middle Name
BBT Master FW, Inc. N/A
Street Address 1 Street Address 2
201 Main Street, Suite 3200
City State/Province/Country ZIP/PostalCode
Fort Worth TEXAS 76102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

General Partner of BBT Master Genpar, L.P. and SRI Overseas Partners, L.P.; holder of all voting shares of Overseas CAP Partners, Inc.
Last Name First Name Middle Name
Reimann William O.
Street Address 1 Street Address 2
201 Main Street, Suite 3200
City State/Province/Country ZIP/PostalCode
Fort Worth TEXAS 76102
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive officer of BBT Master FW, Inc.; Director of Overseas CAP Partners, Inc.
Last Name First Name Middle Name
McCarty J. Kenneth
Street Address 1 Street Address 2
201 Main Street, Suite 3200
City State/Province/Country ZIP/PostalCode
Fort Worth TEXAS 76102
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of BBT Master FW, Inc.; Director of Overseas CAP Partners, Inc.
Last Name First Name Middle Name
Bass Sid R.
Street Address 1 Street Address 2
201 Main Street, Suite 3200
City State/Province/Country ZIP/PostalCode
Fort Worth TEXAS 76102
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive officer and director of BBT Master FW, Inc.
Last Name First Name Middle Name
Hallman, Jr. William P.
Street Address 1 Street Address 2
201 Main Street, Suite 3200
City State/Province/Country ZIP/PostalCode
Fort Worth TEXAS 76102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Overseas CAP Partners, Inc.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
   Private Equity Fund
   Venture Capital Fund
X Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose X Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-05-02    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $250,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Salient Capital L.P. 147912
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4265 San Felipe, 8th Floor
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77027
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
Sendero Securities, LLC 146627
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7373 Broadway, Suite 501
City State/Province/Country ZIP/Postal Code
San Antonio TEXAS 78209
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
GEORGIA
TEXAS

Recipient
Recipient CRD Number    None
Condera Securities, LLC 46604
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4900 Woodway Drive, Suite 940
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77056
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ARIZONA
CONNECTICUT
MARYLAND
MINNESOTA
NEW JERSEY
NEW MEXICO
NEW YORK
TEXAS

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $57,221,367 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
18

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

No commissions or finders' fees are paid by the Issuer. The fund's placement agents receive a portion of the management fee paid to the fund's investment manager in connection with investors introduced to the fund by the placement agents.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

The investment manager, an affiliate of the general partner, receives a management fee based on assets under management and the general partner receives compensation based on a percentage of net annual profits, as described in the offering documents.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

X I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf.
Issuer Signature Name of Signer Title Date
BBT MASTER FUND, LP /s/ William O. Reimann William O. Reimann Authorized Officer 2012-05-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.