Form D/A

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT III
Jurisdiction of Incorporation/Organization
MA
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
OTHER

Item 2 Issuer Principal Place of Business and Contact Information

1295 STATE STREET
MIP M243
SPRINGFIELD, MA 01111-0001
Phone Number: subscription required

Item 1. Issuer's Identity

Name of Issuer:
MASSACHUSETTS MUTUAL LIFE INSURANCE CO
Jurisdiction of Incorporation/Organization
MA
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

1295 STATE ST B050

SPRINGFIELD, MA 01111
Phone Number: subscription required

Item 3. Related Persons

Name
ROGER W CRANDALL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARK ROELLIG
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MICHAEL FANNING
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MICHAEL T ROLLINGS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
STUART H. REESE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
THOMAS FINKE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
WILLIAM GLAVIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
TODD G PICKEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN V MURPHY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ELAINE A SARSYNSKI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
NORMAN A SMITH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CHRISTINE PEASLEE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
THOMAS C BARRY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KATHLEEN A CORBET
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES H DEGRAFFENREIDT, JR.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PATRICIA DIAZ DENNIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WILLIAM B ELLIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT A ESSNER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT M FUREK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RAYMOND W LEBOEUF
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN F MAYPOLE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARC RACICOT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WILLIAM T SPITZ
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

INSURANCE

Item 5. Issuer Size

Revenue Range (for issuer not 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:
04/01/2009

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

  • Other: VARIABLE LIFE INSURANCE POLICY, (STRATEGIC LIFE(R)PRESTIGE (SL14))

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
1000000

Item 12. Sales Compensation

Recipient
M HOLDINGS SECURITIES, INC.
Recipient CRD Number
43285
(Associated) Broker or Dealer)
M HOLDINGS SECURITIES, INC.
(Associated) Broker or Dealer CRD Number
43285
Address
1125 N.W. COUCH STREET
SUITE 900
PORTLAND, OR 97209
States of Solicitation
  • AK

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
2896720
Total Remaining to be Sold
INDEFINITE
Clarification of Response
(B) SUBSEQUENT INSURANCE POLICY PREMIUMS MAY BE MADE IN THE FUTURE.

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:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
119.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
ADDITIONAL COMMISSIONS PAYABLE IN FUTURE YEARS BASED UPON PERFORMANCE OF UNDERLYING ASSETS.

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

Notice has been signed on behalf by the undersigned duly authorized person
Issuer Name
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT III
Issuer Signature
/S/JO-ANNE RANKIN
Signer Name
JO-ANNE RANKIN
Signer Title
VICE PRESIDENT
Signature Date
04/16/2009
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