SEC FORM D https://www.sec.gov/Archives/edgar/data/0001901650/00009057182200...

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 OMB APPROVAL

Washington, D.C. 20549 OMB Number: 3235-0076
FORM D Estimated average burden
hours per
4.00
response:
Notice of Exempt Offering of Securities

1. Issuer's Identity

Previous
CIK (Filer ID Number) X None Entity Type
Names
0001901650    Corporation
Name of Issuer X Limited Partnership
Melvin Capital Long Only LP
   Limited Liability Company
Jurisdiction of
Incorporation/Organization    General Partnership
DELAWARE    Business Trust
Year of Incorporation/Organization
   Other (Specify)
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2021
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Melvin Capital Long Only LP
Street Address 1 Street Address 2
C/O MELVIN CAPITAL LONG ONLY GP LLC 535 MADISON AVENUE, 22ND FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10022 (212) 373-1270

3. Related Persons

Last Name First Name Middle Name

Melvin Capital Long Only GP LLC -
Street Address 1 Street Address 2
535 Madison Avenue, 22nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

General Partner

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Last Name First Name Middle Name

Melvin Capital Management LP -
Street Address 1 Street Address 2
535 Madison Avenue, 22nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Investment Manager

Last Name First Name Middle Name

Plotkin Gabriel
Street Address 1 Street Address 2
535 Madison Avenue, 22nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture Health Care    Retailing

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

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   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy

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 -    $5,000,001 - $25,000,000
$5,000,000

   $5,000,001 -    $25,000,001 - $50,000,000

$25,000,000

   $25,000,001 -    $50,000,001 - $100,000,000

$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)

X Investment Company Act Section 3(c)

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

7. Type of Filing

X New Notice Date of First Sale X 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

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   Debt    Tenant-in-Common Securities

   Option, Warrant or Other Right to Acquire Another    Mineral Property Securities
Security

   Security to be Acquired Upon Exercise of Option, Warrant    Other (describe)

or Other Right to Acquire Security

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction,

   Yes X No
such as a merger, acquisition or exchange offer?

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient Recipient CRD Number X None

(Associated) Broker or Dealer CRD
(Associated) Broker or Dealer X None X None
Number
Street Address 1 Street Address 2
ZIP/Postal
City State/Province/Country
Code
State(s) of Solicitation (select all that
apply)
   All    Foreign/non-US
Check “All States” or check individual States
States

13. Offering and Sales Amounts

Total Offering Amount USD or X Indefinite

Total Amount Sold $0 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 0
qualify as accredited investors, enter the total number of investors who already have invested in the
offering:

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    Estimate

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Finders' Fees $0 USD    Estimate

Clarification of Response (if Necessary):

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 will receive a fee based on each limited partner's capital account balance and the General Partner will receive
an incentive allocation as more fully set forth in the offering materials.

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

Melvin Capital Long Only LP /s/ Gabriel Plotkin Gabriel Plotkin Authorized Signatory 2022-01-31

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.

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