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
0001490077
KWK Offshore Fund, Ltd
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
KWK Partners Offshore, Ltd.
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
KWK Partners Offshore, Ltd.
Street Address 1 Street Address 2
2301 ROSECRANS AVE. SUITE 4195
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
EL SEGUNDO CALIFORNIA 90245 310-536-8560

3. Related Persons

Last Name First Name Middle Name
LLC KWK Management
Street Address 1 Street Address 2
2301 Rosecrans Ave Suite 4195
City State/Province/Country ZIP/PostalCode
El Segundo CALIFORNIA 90245
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

KWK Management LLC is the Manager of the Fund. The Manager's principals are Kurtis Kupiec, President, and Kraig Kupiec, CFO.
Last Name First Name Middle Name
LLC LPGP
Street Address 1 Street Address 2
2301 Rosecrans Ave Suite 4195
City State/Province/Country ZIP/PostalCode
El Segundo CALIFORNIA 90245
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

LPGP, LLC is the General Partner ("GP") of the Master Fund, KWK Partners, LP. The GP's principals are Kurtis Kupiec, Kraig Kupiec, and Douglas Brown.
Last Name First Name Middle Name
Kupiec Kraig
Street Address 1 Street Address 2
2301 Rosecrans Ave Suite 4195
City State/Province/Country ZIP/PostalCode
El Segundo CALIFORNIA 90245
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Faltysova Ivana
Street Address 1 Street Address 2
DMS House, 20 Genesis Close PO Box 314
City State/Province/Country ZIP/PostalCode
Grand Cayman CAYMAN ISLANDS KY1-1104
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hanson Roger H
Street Address 1 Street Address 2
DMS House, 20 Genesis Close PO Box 314
City State/Province/Country ZIP/PostalCode
Grand Cayman CAYMAN ISLANDS KY1-1104
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
X Hedge Fund
   Private Equity Fund
   Venture Capital Fund
   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 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   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)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2009-10-01    First Sale Yet to Occur
   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 $500,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
David R. Sanchez 1888936
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Stonehaven, LLC 118913
Street Address 1 Street Address 2
275 Madison Ave. Suite 2002
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10016
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
CALIFORNIA
COLORADO
FLORIDA
MISSOURI
NEW YORK
Recipient
Recipient CRD Number    None
George W. MacLeod II 1185494
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Silver Leaf Partners, LLC 126694
Street Address 1 Street Address 2
420 Lexington Ave. Suite 2805
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10170
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $37,276,007 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

This balance is not netted with redemptions.

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:
42

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):

The Investment Manager ("IM") may pay an agent a portion of the fees earned by the IM on assets in the Fund held by investors whom the agent has introduced to the Fund, including a portion of the performance allocation.

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 Fund pays the Manager a 1% management fee and is a feeder fund to an onshore fund. The fees are not paid directly from the gross proceeds and will change on a monthly basis.

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 Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

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.

Issuer Signature Name of Signer Title Date
KWK Partners Offshore, Ltd. Carol K.S. Weiss Carol K.S. Weiss CCO 2016-04-21

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.