Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
STADIUM RELATIVE VALUE PARTNERS LP
Jurisdiction of Incorporation/Organization
CA
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

19785 VILLAGE OFFICE COURT, SUITE 101
BEND, OR 97702
Phone Number: subscription required

Item 3. Related Persons

Name
N/A STADIUM CAPITAL MANAGEMENT, LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
BRADLEY R. KENT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
MANAGER OF STADIUM CAPITAL MANAGEMENT, LLC

Item 3. Related Persons

Name
ALEXANDER SEAVER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response
MANAGER OF STADIUM CAPITAL MANAGEMENT, LLC

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:
01/01/2001

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
  • Other: LIMITED PARTNER 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
250000

Item 13. Offering and Sales Amounts

Total Offering Amount
500000000
Total Amount Sold
420099382
Total Remaining to be Sold
79900618
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:
116

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
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 Is an estimate
Clarification of Response
NONE, ALTHOUGH THE GENERAL PARTNER OF THE ISSUER RECEIVES INVESTMENT MANAGEMENT FEES AND A SPECIAL PROFIT ALLOCATION.

Signature and Submission

Issuer Name
STADIUM RELATIVE VALUE PARTNERS LP
Issuer Signature
BRADLEY R. KENT
Signer Name
BRADLEY R. KENT
Signer Title
MANAGER OF STADIUM CAPITAL MANAGEMENT, LLC, GENERAL PARTNER
Signature Date
03/22/2010

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