UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number:3235-0076
Expires:June 30, 2012
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hours per response:4.00
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)☒NoneEntity Type
0001856333
☐Corporation
☒ Limited Partnership
☐ Limited Liability Company
☐ General Partnership
☐ Business Trust
☐Other 
Name of Issuer
 GPI Capital Equity Opportunities Fund II LP
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
☐Over Five Years Ago
☒Within Last Five Years (Specify Year)
2021
☐Yet to Be Formed
 
2. Principal Place of Business and Contact Information
Name of Issuer
 GPI Capital Equity Opportunities Fund II LP
Street Address 1Street Address 2
 C/O GPI CAPITAL, L.P.
 1345 AVENUE OF THE AMERICAS, 32ND FLOOR
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 NEW YORK
 NEW YORK
 
 10105
 646-357-3144 
3. Related Persons
Last NameFirst NameMiddle Name
Royan
William
T.
Street Address 1Street Address 2
 c/o GPI Capital, L.P. 
 1345 Avenue of the Americas, 32nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10105
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Managing Partner of the Manager of the Issuer
Last NameFirst NameMiddle Name
Ha
Khai
Street Address 1Street Address 2
 c/o GPI Capital, L.P. 
 1345 Avenue of the Americas, 32nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10105
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Managing Partner of the Manager of the Issuer
Last NameFirst NameMiddle Name
Migon
Alex
Street Address 1Street Address 2
 c/o GPI Capital, L.P. 
 1345 Avenue of the Americas, 32nd Floor
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10105
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Managing Partner of the Manager of the Issuer
4. Industry Group
 ☐Agriculture
Banking & Financial Services
 ☐ Commercial Banking
 ☐ Insurance
 ☐Investing
 ☐ Investment Banking
 ☒ Pooled Investment Fund
☐Hedge Fund
☒Private Equity Fund
☐Venture Capital Fund
☐Other Investment Fund
*Is the issuer registered as an investment company under the Investment Company Act of 1940?
☐ Yes  ☒No
 ☐Other Banking & Financial Services
☐ Business Services
Energy
 ☐ Coal Mining
 ☐ Electric Utilities
 ☐ Energy Conservation
 ☐ Environmental Services
 ☐ Oil & Gas
 ☐ Other Energy
Health Care
 ☐ Biotechnology
 ☐ Health Insurance
 ☐ Hospitals & Physicians
 ☐ Pharmaceuticals
 ☐ Other Health Care
☐ Manufacturing
Real Estate
 ☐Commercial
 ☐Construction
 ☐REITS & Finance
 ☐Residential
☐Other Real Estate
☐ Retailing
☐Restaurants
Technology
☐ Computers
☐ Telecommunications
☐ Other Technology
Travel
☐ Airlines & Airports
☐ Lodging & Conventions
☐ Tourism & Travel Services
☐ Other Travel
☐Other
5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
☐No Revenues☐ No Aggregate Net Asset Value
 $1 - $1,000,000☐$1 - $5,000,000
☐ $1,000,001 - $5,000,000☐ $5,000,001 - $25,000,000
☐$5,000,001 - $25,000,000☐ $25,000,001 - $50,000,000
☐$25,000,001 - $100,000,000☐ $50,000,001 - $100,000,000
☐ Over $100,000,000☐ Over $100,000,000
☒ Decline to Disclose☐ Decline to Disclose
☐ Not Applicable☐ Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
☐Rule 504(b)(1) (not (i), (ii) or (iii))☐Rule 505
☐Rule 504 (b)(1)(i) ☐Rule 506
☐Rule 504 (b)(1)(ii) ☐Securities Act Section 4(6)
☐Rule 504 (b)(1)(iii)☒Investment Company Act Section 3(c)
☐Section 3(c)(1)☐Section 3(c)(9)
☐Section 3(c)(2)☐Section 3(c)(10)
☐Section 3(c)(3)☐Section 3(c)(11)
☐Section 3(c)(4)☐Section 3(c)(12)
☐Section 3(c)(5)☐Section 3(c)(13)
☐Section 3(c)(6)☐Section 3(c)(14)
☒Section 3(c)(7)

7. Type of Filing
☐ New Notice Date of First Sale 
2021-08-20
☐ First Sale Yet to Occur
☒ Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? ☒ Yes ☐ No

9. Type(s) of Securities Offered (select all that apply)
☒Pooled Investment Fund Interests☒Equity
☐Tenant-in-Common Securities ☐Debt
☐Mineral Property Securities☐Option, Warrant or Other Right to Acquire Another Security
☐Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security☐Other (describe)
 

10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? ☐ Yes ☒ No
Clarification of Response (if Necessary)
 
11. Minimum Investment
Minimum investment accepted from any outside investor$
  0
USD

12. Sales Compensation
Recipient 
Recipient CRD Number☐None
 Oppenheimer & Co. Inc.
 249
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
85 Broad Street, 22nd Floor
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10004
State(s) of Solicitation☒All States
☐Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 TRIAGO AMERICAS, INC.
 143529
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
499 Park Avenue
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10022
State(s) of Solicitation☐All States
☐Foreign/Non-US
 
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Recipient 
Recipient CRD Number☒None
 TRIAGO EUROPE SA
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
5, rue Scribe
 
City State/Province/CountryZIP/Postal Code
 Paris FRANCE 75009
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 TRIAGO UK LIMITED
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
20 North Audley Street
 
City State/Province/CountryZIP/Postal Code
 London UNITED KINGDOM WIK 6LX
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 TRIAGO MEA LTD
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
DIFC I Dubai International Financial Cen
Emirates Financial Towers, PO Box 506681
City State/Province/CountryZIP/Postal Code
 Dubai UNITED ARAB EMIRATES 506681
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 Jefferies LLC
 2347
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
520 Madison Avenue
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10022
State(s) of Solicitation☒All States
☐Foreign/Non-US
 

13. Offering and Sales Amounts
 
Total Offering Amount $
 
USD or ☒Indefinite
Total Amount Sold $
84,675,000
USD
Total Remaining to be Sold $
 
USD or☒Indefinite
Clarification of Response (if Necessary)
  
14. Investors

☐Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
173
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
0
USD☐Estimate
Finders' Fees$
0
USD☐Estimate
Clarification of Response (if Necessary)
Placement Agent fees to be paid based upon a fee schedule and, in some cases, annual retainer fees may also be paid.
 
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. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 
0
USD☒Estimate
Clarification of Response (if Necessary)
The general partner is entitled to carried interest and the management company is entitled to a management fee. The carried interest and management fee are fully discussed in the Issuer's confidential offering materials.
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
IssuerSignatureName of SignerTitleDate
GPI Capital Equity Opportunities Fund II LPWilliam T. RoyanWilliam T. RoyanDirector of the GP of the GP of the Applicant2022-06-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.