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

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0001287873
 
o Corporation
o Limited Partnership
x Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  RUBICON LTD
Jurisdiction of Incorporation/Organization
NEW ZEALAND
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  RUBICON LTD  
Street Address 1 Street Address 2
  Level 3   7-9 Fanshawe Street
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  Auckland   NEW ZEALAND   1145   64-9-356-9800  



3. Related Persons
Last Name First Name Middle Name
Hasler William Albert
Street Address 1 Street Address 2
102 Golden Gate Avenue
City State/Province/Country ZIP/Postal Code
Belvedere CALIFORNIA 94920
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Kasnet Stephen Garfield
Street Address 1 Street Address 2
One University Lane
City State/Province/Country ZIP/Postal Code
Manchester MASSACHUSETTS 01944
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Fletcher Hugh Alasdair
Street Address 1 Street Address 2
79 Penrose Road Mt Wellington
City State/Province/Country ZIP/Postal Code
Auckland NEW ZEALAND 1060
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Moriarty Simon Luke
Street Address 1 Street Address 2
101 Selwyn Avenue Mission Bay
City State/Province/Country ZIP/Postal Code
Auckland NEW ZEALAND 1071
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
 
Last Name First Name Middle Name
Karaplis George
Street Address 1 Street Address 2
Ritsou 4
City State/Province/Country ZIP/Postal Code
Voula GREECE 16673
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Knott David Mabon
Street Address 1 Street Address 2
232 Cleft Road
City State/Province/Country ZIP/Postal Code
Mill Neck NEW YORK 11765
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance x Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
x Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2012-07-06 o First Sale Yet to Occur
o Amendment

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

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o 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? o Yes x 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 x None
  First NZ Capital Securities Limited    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  Level 39, ANZ Centre   23 to 29 Albert Street
City State/Province/Country ZIP/Postal Code
  Auckland   NEW ZEALAND   1141
State(s) of Solicitation o All States x Foreign/Non-US
 
 



13. Offering and Sales Amounts
Total Offering Amount $   15700000   USD o Indefinite
Total Amount Sold $   15700000   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
  NZ$20.9 million of securities were offered, which equates to approx. US$15.7 million at the NZ$:US$ exchange rate of 0.7514 used for this offer. Only US$61,000 of this amount represents purchases by accredited investors in the U.S. pusuant to Rule 506.


14. Investors
o 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: 1772


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 $   397065   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  A sales commission comprising NZ$225,000 and US$228,000 is estimated to be paid, which equates to a total of approximately US$397,065 at the NZ$:US$ exchange rate of 0.7514 used for the offer. This sales commission represents approx. 2.5% of the offering.


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 o Estimate
 
Clarification of Response (if Necessary)
   

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.

Issuer Signature Name of Signer Title Date
RUBICON LTD /s/ Mark Taylor Mark Taylor Secretary and Chief Financial Officer 2012-07-19