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
X None
Entity Type
0001690892
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
Name of Issuer
PIMCO BRAVO Fund III Offshore Feeder, L.P.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2016
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PIMCO BRAVO Fund III Offshore Feeder, L.P.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEWPORT BEACH CALIFORNIA 92660 949-720-6000

3. Related Persons

Last Name First Name Middle Name
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC N/A
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

INVESTMENT MANAGER OF THE ISSUER ("INVESTMENT MANAGER")
Last Name First Name Middle Name
BRAUN DAVID L.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
CLARIDA RICHARD H.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
DE LEON WILLIAM G.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
DURHAM JENNIFER E.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
FAHMI MOHSEN
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
FELS JOACHIM
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
FISHER III DAVID N.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
FLATTUM DAVID C.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
GOMEZ MICHAEL A.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
HARRIS BRENT R.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
HODGE DOUGLAS M.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
HORNE JONATHAN L.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
HYMAN DANIEL H.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
IVASCYN DANIEL J.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
JESSOP ANDREW R.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
JOHNSON NICHOLAS J.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
KIESEL MARK R.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
LEBRUN JR. RICHARD R.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MARIAPPA SUDESH N.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MATHER SCOTT A.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MATTU RAVI
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MITTAL MOHIT
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MOORE JAMES F.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MURATA ALFRED T.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MURRAY JOHN W.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
SHANAHAN ROBIN C.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
OTTERBEIN THOMAS J.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
RODOSKY STEPHEN A.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
SCHNEIDER JEROME M.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
SEIDNER MARC P.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
STRACKE THIBAULT CHRISTIAN
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
STRELOW PETER G.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
SUTHERLAND ERIC M.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
THIMONS JOSHUA T.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
WANG QI
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
WHITTEN CANDACE STACK
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
WORAH MIHIR P.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
YOUNG ROBERT O.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
BAZ JAMIL
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
DIALYNAS CHRIS P.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
CUDZIL MICHAEL A.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
GUPTA SACHIN
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
KIRKOWSKI JOHN J.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MARTEL RENE
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
NIEVES ROGER O.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
STAHL CATHLEEN M.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
ROMAN EMMANUEL
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
HALL GREGORY
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER
Last Name First Name Middle Name
MOGELOF ERIC J.
Street Address 1 Street Address 2
650 NEWPORT CENTER DRIVE
City State/Province/Country ZIP/PostalCode
NEWPORT BEACH CALIFORNIA 92660
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

EXECUTIVE OFFICER OF THE INVESTMENT MANAGER

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X 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
X Decline to Disclose    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)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
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 2016-11-16    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 $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
PIMCO INVESTMENTS LLC 154957
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1633 BROADWAY, 45TH FLOOR
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10019
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
MORGAN STANLEY SMITH BARNEY LLC 149777
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2000 WESTCHESTER AVENUE
City State/Province/Country ZIP/Postal Code
PURCHASE NEW YORK 10577-2530
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $1,727,840,000 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:
49

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 $212,500 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

PIMCO INVESTMENTS LLC WILL NOT RECEIVE ANY SALES COMMISSIONS FOR ITS SERVICES.

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
   Estimate

Clarification of Response (if Necessary):

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 Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) 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
PIMCO BRAVO Fund III Offshore Feeder, L.P. CARRIE PETERSON-BROWN CARRIE PETERSON-BROWN EXECUTIVE VICE PRESIDENT OF THE MANAGING MEMBER OF THE GP 2017-12-01

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.