Harbour Portfolio VIII, LP, Form D/A (June 14, 2017)

Summary

This Form D/A is an amended Notice of Exempt Offering of Securities filed with the SEC by Harbour Portfolio VIII, LP, a Texas limited partnership organized in 2013 and based in Dallas, which identifies itself as a pooled investment fund. It claims the Rule 506(b) exemption and gives 2013-06-01 as the date of first sale. The notice reports a total amount sold of $28,670,000 to 87 investors, a minimum investment of $50,000 and no sales commissions or finders' fees, with the total offering amount shown as indefinite. Charles A. Vose, III is listed as a related person, with a note that he is the manager of Harbour Portfolio Capital, LLC, the general partner of Harbour Portfolio GP, LP, which is the general partner of the issuer.
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Full text

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001. FORM D Notice of Exempt Offering of Securities | OMB APPROVAL OMB Number: 3235-0076 Estimated average burden hours per response: 4.00 | OMB APPROVAL | OMB Number: 3235-0076 Estimated average burden hours per response: 4.00 | OMB Number: | 3235-0076 | Estimated average burden | hours per response: | 4.00

1. Issuer's Identity

CIK (Filer ID Number) | Previous Names | X None | X | None | Entity Type
0001577977 | Corporation X Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) | Corporation | X | Limited Partnership | Limited Liability Company | General Partnership | Business Trust | Other (Specify)
Name of Issuer
Harbour Portfolio VIII, LP
Jurisdiction of Incorporation/Organization
TEXAS
Year of Incorporation/Organization
Over Five Years Ago X Within Last Five Years (Specify Year) 2013 Yet to Be Formed | Over Five Years Ago | X | Within Last Five Years (Specify Year) | 2013 | Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Harbour Portfolio VIII, LP
Street Address 1 | Street Address 2
8214 WESTCHESTER DRIVE | SUITE 635
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer
DALLAS | TEXAS | 75225 | 214.558.1468

3. Related Persons

Last Name | First Name | Middle Name
Vose, III | Charles | A.
Street Address 1 | Street Address 2
8214 Westchester Drive | Suite 635
City | State/Province/Country | ZIP/PostalCode
Dallas | TEXAS | 75225
Relationship: | X | Executive Officer | Director | X | Promoter

Clarification of Response (if Necessary):

Mr. Vose is the manager of Harbour Portfolio Capital, LLC. Harbour Portfolio Capital, LLC is the general partner of Harbour Portfolio GP, LP, the general partner of the Issuer.

Last Name | First Name | Middle Name
Harbour Portfolio GP, LP | N/A
Street Address 1 | Street Address 2
8214 Westchester Drive | Suite 635
City | State/Province/Country | ZIP/PostalCode
Dallas | TEXAS | 75225
Relationship: | Executive Officer | Director | X | Promoter

Clarification of Response (if Necessary):

Harbour Portfolio GP, LP is the general partner of the Issuer.

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking X Pooled Investment Fund Hedge Fund Private Equity Fund Venture Capital Fund X Other Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes X No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy | Agriculture | Banking & Financial Services | Commercial Banking Insurance Investing Investment Banking X Pooled Investment Fund Hedge Fund Private Equity Fund Venture Capital Fund X Other Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes X No Other Banking & Financial Services | Commercial Banking | Insurance | Investing | Investment Banking | X | Pooled Investment Fund | Hedge Fund Private Equity Fund Venture Capital Fund X Other Investment Fund | Hedge Fund | Private Equity Fund | Venture Capital Fund | X | Other Investment Fund | Is the issuer registered as an investment company under the Investment Company Act of 1940? | Yes X No | Yes | X | No | Other Banking & Financial Services | Business Services | Energy | Coal Mining | Coal Mining | Electric Utilities | Electric Utilities | Energy Conservation | Energy Conservation | Environmental Services | Environmental Services | Oil & Gas | Oil & Gas | Other Energy | Other Energy | Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential Other Real Estate | Health Care | Biotechnology | Biotechnology | Health Insurance | Health Insurance | Hospitals & Physicians | Hospitals & Physicians | Pharmaceuticals | Pharmaceuticals | Other Health Care | Other Health Care | Manufacturing | Real Estate | Commercial | Commercial | Construction | Construction | REITS & Finance | REITS & Finance | Residential | Residential | Other Real Estate | Other Real Estate | Retailing Restaurants Technology Computers Telecommunications Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other | Retailing | Restaurants | Technology | Computers | Computers | Telecommunications | Telecommunications | Other Technology | Other Technology | Travel | Airlines & Airports | Airlines & Airports | Lodging & Conventions | Lodging & Conventions | Tourism & Travel Services | Tourism & Travel Services | Other Travel | Other Travel | Other

5. Issuer Size

Revenue Range | OR | Aggregate 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 | X | 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 504 (b)(1)(i) Rule 504 (b)(1)(ii) Rule 504 (b)(1)(iii) Rule 505 X Rule 506(b) Rule 506(c) Securities Act Section 4(a)(5) | Rule 504(b)(1) (not (i), (ii) or (iii)) | Rule 504 (b)(1)(i) | Rule 504 (b)(1)(ii) | Rule 504 (b)(1)(iii) | Rule 505 | X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5) | X 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) X Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7) | X Investment Company Act Section 3(c) | X | Investment Company Act Section 3(c) | Section 3(c)(1) Section 3(c)(9) | Section 3(c)(1) | Section 3(c)(9) | Section 3(c)(2) Section 3(c)(10) | Section 3(c)(2) | Section 3(c)(10) | Section 3(c)(3) Section 3(c)(11) | Section 3(c)(3) | Section 3(c)(11) | Section 3(c)(4) Section 3(c)(12) | Section 3(c)(4) | Section 3(c)(12) | X Section 3(c)(5) Section 3(c)(13) | X | Section 3(c)(5) | Section 3(c)(13) | Section 3(c)(6) Section 3(c)(14) | Section 3(c)(6) | Section 3(c)(14) | Section 3(c)(7) | Section 3(c)(7)

7. Type of Filing

New Notice | Date of First Sale | 2013-06-01 | First Sale Yet to Occur
X | Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? | X Yes No | X | Yes | No

9. Type(s) of Securities Offered (select all that apply)

X | Equity | X | Pooled Investment Fund Interests
Debt | Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities
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 X No | Yes | X | No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor | $ 50,000 | USD

12. Sales Compensation

Recipient | Recipient CRD Number X None | Recipient CRD Number | X | None
(Associated) Broker or Dealer X None | (Associated) Broker or Dealer | X | None | (Associated) Broker or Dealer CRD Number X None | (Associated) Broker or Dealer CRD Number | X | None
Street Address 1 | Street Address 2
City | State/Province/Country | ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States | State(s) of Solicitation (select all that apply) Check “All States” or check individual States | All States | Foreign/non-US | Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount | USD | or X Indefinite | or | X | Indefinite
Total Amount Sold | $ 28,670,000 | USD
Total Remaining to be Sold | USD | or X Indefinite | or | X | 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, and enter the 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: | 87 | 87

15. Sales Commissions & Finder's 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 | Estimate
Finders' Fees | $ 0 | USD | Estimate | Estimate

Clarification of Response (if Necessary):

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 | X Estimate | X | Estimate

Clarification of Response (if Necessary):

Issuer's confidential offering materials fully discuss annual management fees.

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, in the accordance with applicable
 law, 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 the issuer 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, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

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.

Issuer | Signature | Name of Signer | Title | Date
Harbour Portfolio VIII, LP | /s/ Charles A. Vose, III | Charles A. Vose, III | Manager of Harbour Portfolio Advisors, LLC | 2017-06-14

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.
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