General Description of the Adviser
The Adviser is a New York limited liability company registered as an investment adviser with the SEC.
For purposes of this brochure, the “Adviser” or “13D” includes (where the context permits) any affiliated
general partner and other affiliates that provides advisory services to and/or receives advisory fees from
the 13D Funds (as defined below). Such affiliates may or may not be under common control with 13D
but possess a substantial identity of personnel and/or equity owners with 13D. These affiliates may be
formed for tax, regulatory or other purposes in connection with the organization of a fund or may serve as
general partners of a fund.
The Adviser provides investment advisory services on a discretionary basis to investment vehicles through
its specialization in a non-diversified domestic, long-only equity strategy that focuses on shareholder
activism. The Adviser’s flagship fund, the 13D Activist Fund (the “40 Act Fund”), was founded in 2011
as an open-end investment company registered under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). 13D also provides investment management services to privately offered
commingled investment funds intended for sophisticated investors and institutional investors which are
exempt from registration under the 1940 Act and whose securities are not registered under the Securities
Act of 1933, as amended (the “Securities Act”), (the “Private Funds” and together with the 40 Act Fund,
the “13D Funds”).
In providing investment advisory services, the Adviser’s objective is to achieve capital appreciation by
investing primarily in common stocks of U.S. companies of any market capitalization that are the target
of shareholder activism. The Adviser defines an activist situation as one where an investor holds more than
5% of a company’s equity shares and either (A) has a history of activist investing and/or (B) has a publicly
disclosed catalyst for change such as seeking Board seats, improving operations and/or corporate governance
practices, approving a merger, spinning-off an operating division or selling a significant amount of company
assets (such an investor being referred to herein as an “activist”).
This brochure, including any brochure supplement, is intended for 13D’s direct
advisory clients. Investors
in 13D Funds (“Investors”) are not deemed to be 13D clients but are entitled to certain rights and benefits
under in the applicable Private Placement Memorandum, Limited Partnership Agreement, Investment
Management Agreement, Registration Statement, Offering Documents, or other applicable constituent
fund documents (the “Client Constituent Documents”), and may therefore refer to this brochure, or any
other brochure supplement, for informational purposes only.
Additional information about 13D’s products, structure and directors is available online at
www.13dmanagement.com and is provided on Part 1 of the Adviser’s Form ADV which is available
online at
www.adviserinfo.sec.gov.
The principal owner of the Adviser and portfolio manager of the 13D Funds is Kenneth Squire
(“Managing Member”). Mr. Squire founded 13D in 2011. Mr. Squire is also the founder and principal of
Investor Communications Network LLC, which operates 13D Monitor, an institutional research firm
specializing in corporate governance and shareholder activism. Mr. Squire is CNBC’s On-Air Contributor
for Shareholder Activism, and his Activist Spotlight column can be read on CNBC.com. The Activist
Spotlight was featured weekly in Barron’s from 2007 to 2020. In 2010, Squire created the annual Active-
Passive Investor Summit, to bring the activist and passive investment worlds together to discuss topics in
corporate governance. Prior to founding 13D Monitor in 2006, Mr. Squire was a private equity investor
as a principal of LSC Investors and Crown Capital Group, where he worked on various investments in
public and private companies, starting in 1997. Previously, Mr. Squire was an associate in the Corporate
and Securities Department at Weil, Gotshal & Manges, LLP in their New York law office from 1992 to
1997. Mr. Squire holds a B.S. with a concentration in finance from New York University’s Stern School
and a J.D. from New York University School of Law where he was an editor of NYU Law Review.
As of December 31, 2022, the Adviser managed approximately $201,000,000 of regulatory assets under
management all of which is managed on a discretionary basis.