Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
MATRIX CAPITAL MANAGEMENT FUND L P
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

BAY COLONY CORPORATE CENTER
1000 WINTER STREET, SUITE 4500
WALTHAM, MA 02415
Phone Number: subscription required

Item 3. Related Persons

Name
N/A N/A MATRIX GENERAL PARTNER LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
DAVID GOEL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF THE GENERAL PARTNER

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

Amendment
Date of First Sale in this Offering:
10/01/1999

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

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

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
50000

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
776661516
Total Remaining to be Sold
INDEFINITE
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
227

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 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.
0.0
Clarification of Response

Signature and Submission

Issuer Name
MATRIX CAPITAL MANAGEMENT FUND L P
Issuer Signature
/S/ DAVID GOEL
Signer Name
DAVID GOEL
Signer Title
MANAGER OF THE GENERAL PARTNER
Signature Date
03/20/2013

Elevate your investments