Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
Jurisdiction of Incorporation/Organization
CA
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • FARALLON CAPITAL INSTITUTIONAL PARTNERS L P
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

C/O FARALLON PARTNERS, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCICSO, CA 94111
Phone Number: subscription required

Item 3. Related Persons

Name
FARALLON PARTNERS, L.L.C. FARALLON PARTNERS, L.L.C.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
THOMAS F. STEYER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
SENIOR MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
ANDREW J.M. SPOKES
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
SENIOR MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
ROBERT J. CEREMSAK, JR.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
RICHARD B. FRIED
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERL PARTNER

Item 3. Related Persons

Name
DANIEL J. HIRSCH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
MONICA R. LANDRY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
MICHAEL LINN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
STEPHEN L. MILLHAM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
RAJIV A. PATEL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
DR. THOMAS G. ROBERTS JR.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
GREGORY S. SWART
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER

Item 3. Related Persons

Name
JOHN R. WARREN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF THE GENERAL PARTNER.

Item 3. Related Persons

Name
MARK C. WEHRLY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER 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:
01/01/1990

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
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
6669524333
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:
367

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
THE FUND CHARGES A MANAGEMENT FEE THAT IS DESCRIBED IN THE FUND'S OFFERING DOCUMENTS.

Signature and Submission

Issuer Name
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
Issuer Signature
/S/ ROBERT J. CEREMSAK, JR.
Signer Name
ROBERT J. CEREMSAK, JR.
Signer Title
MANAGING MEMBER OF OF THE GENERAL PARTNER
Signature Date
03/16/2012

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