UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
ADAMS STREET PRIVATE EQUITY NAVIGATOR FUND LLC
(Name of Subject Company (Issuer))
ADAMS STREET PRIVATE EQUITY NAVIGATOR FUND LLC
(Name of Filing Person(s) (Issuer))
CLASS D, CLASS I AND CLASS M SHARES OF LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
00640Q207 (CLASS D); 00640Q108 (CLASS I); 00640Q306 (CLASS M)
(CUSIP Number of Class of Securities)
Eric R. Mansell
Adams Street Advisors, LLC
One North Wacker Drive, Suite 2700
Chicago, IL 60606
(312) 553-7890
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))
With a copy to:
Nicole M. Runyan, P.C.
Brad A. Green, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
Items 1-9 and 11.
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission on February 13, 2026 by Adams Street Private Equity Navigator Fund LLC (the “Fund”) in connection with an offer (the “Offer”) by the Fund to purchase up to 5% of the Fund’s shares of limited liability company interests (including fractions thereof) (“Shares”) outstanding as of December 31, 2025 (or approximately $25,994,218, or approximately 2,431,867 Shares) on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
| 1. | The Offer expired at 12:00 midnight, Eastern Time, on March 13, 2026. |
| 2. | 4,854.84 Class D and 1,362,259.86 Class I Shares were validly tendered and not withdrawn prior to the expiration of the Offer. The Fund accepted for purchase 100% of the Class D and Class I Shares that were validly tendered and not withdrawn prior to the expiration of the Offer, and paid for 100% of the Class D and Class I Shares tendered, in accordance with the terms of the Offer. No Class M Shares were validly tendered prior to the expiration of the Offer. |
| 3. | The net asset value of the Class D and Class I Shares tendered pursuant to the Offer was calculated as of March 31, 2026 in the amount of $51,806.00 and $14,561,195.62, respectively. |
Except as specifically provided herein, the information contained in the Statement, Offer to Purchase and the related Letter of Transmittal remains unchanged and this Final Amendment does not modify any of the information previously reported.
Item 12(b). Filing Fee.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
| ADAMS STREET PRIVATE EQUITY NAVIGATOR FUND LLC | ||
| By: | /s/ Steve Landau | |
| Name: Steve Landau | ||
| Title: President and Chief Executive Officer | ||
May 12, 2026
| Calculation of Filing Fee Tables |
| Table 1: Transaction Valuation |
|---|
| Transaction Valuation |
Fee Rate |
Amount of Filing Fee | ||
|---|---|---|---|---|
| Fees to be Paid | ||||
| |
1 | $ |
$ | |
| Total Transaction Valuation: |
$ |
|||
| Total Fees Due for Filing: |
$ | |||
| Total Fees Previously Paid: |
$ | |||
| Total Fee Offsets: |
$ | |||
| Net Fee Due: |
$ |
| Offering Note |
| 1 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Fee Paid with Fee Offset Source | ||
|---|---|---|---|---|---|---|---|---|
| Fee Offset Claims | ||||||||
| Fee Offset Sources |
Submission |
May 12, 2026 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0001862281 |
| Registrant Name | ADAMS STREET PRIVATE EQUITY NAVIGATOR FUND LLC |
| Form Type | SC TO |
| Submission Type | SC TO-I/A |
| Fee Exhibit Type | EX-FILING FEES |
Offerings - Offering: 1 |
May 12, 2026
USD ($)
|
|---|---|
| Offering: | |
| Fee Previously Paid | true |
| Rule 0-11 | true |
| Transaction Valuation | $ 25,994,218.27 |
| Amount of Registration Fee | $ 3,589.80 |
| Offering Note | The Transaction Value was calculated as the aggregate maximum purchase price for shares of limited liability company interests. The fee of $3,589.80 was paid by Adams Street Private Equity Navigator Fund LLC in connection with filing its Schedule TO-I on February 13, 2026 (the "Schedule TO"). This is the final amendment to the Schedule TO and is being filed to report the results of the offer. The fee was calculated at 0.01381% of the Transaction Valuation, the filing fee rate in effect as of the date of the filing of the Schedule TO. |
Fees Summary |
May 12, 2026
USD ($)
|
|---|---|
| Fees Summary [Line Items] | |
| Previously Paid Amount | $ 3,589.80 |
| Total Fee Amount | 3,589.80 |
| Total Transaction Valuation | 25,994,218.27 |
| Total Offset Amount | 0.00 |
| Net Fee | $ 0.00 |
| Offering Table N/A | |
| Offset Table N/A | N/A |