UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 2006
Nestor Partners
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(Exact name of registrant as specified in its charter)
New Jersey 000-50725 22-2149317
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o Millburn Ridgefield Corporation
411 West Putnam Avenue, Greenwich, CT 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-625-7554
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On April 3, 2006 and May 1, 2006, Registrant sold equity securities in
Registrant ("Interests" or "Limited Partnership Interests") to existing and new
limited partners of Registrant in transactions that were not registered under
the Securities Act of 1933, as amended (the "Securities Act"). The aggregate
consideration for Interests sold on April 3, 2006 and May 1, 2006 was $792,250
and $3,684,779, respectively, in cash. The Limited Partnership Interests were
issued by Registrant in reliance upon an exemption from registration under the
Securities Act set forth in Section 4(2) of the Securities Act, as transactions
not constituting a public offering of securities because the Interests were
issued privately without general solicitation or advertising. In connection with
the sales of the Interests described above, there were no underwriting discounts
or commissions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Millburn Ridgefield Corporation,
General Partner of Nestor Partners
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(Registrant)
Date: May 3, 2006
By: /s/GREGG BUCKBINDER
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Gregg Buckbinder
Chief Financial and
Operating Officer