# PANTHEON SECURITIES, LLC X-17A-5 (2020-02-26) — Broker-dealer annual report - Company: PANTHEON SECURITIES, LLC - Form: X-17A-5 - Filed: 2020-02-26 - Period: 2019-12-31 - Accession: 0001685816-20-000001 - CIK: 1685816 - File #: 8-69844 - Material weakness: No - Auditor: Price Waterhouse Coopers LLP - Auditor location: Boston, MA - Contact: Pascal Roche - Phone: 212 7514422 - Signed by: Susan Long McAndrews (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1685816/000168581620000001/pans.pdf --- {0}------------------------------------------------ Pantheon Securities, LLC (A wholly owned subsidiary of Pantheon Ventures Inc.) Financial Statement December 31, 2019 {1}------------------------------------------------ ### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** OMB APPROVAL OMB Number: 3235·0123 Expires: August 31, 2020 Estimated average burden hours oer response ...... 12.00 | SEC FILE NUMBER | |-----------------| | B-69844 | ## FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING | f0
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_ | |-------------------------------------------------------------------|--------------------------------------------------------------------------|----------------------|-------------------------------------------------------------------| | | MM/DD/YY | | MM/DDIYY | | | A. REGISTRANT IDENTIFICATION | | | | NAME oF BROKER-DEALER: Pantheon | Securities,
LLC | | OFFICIAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM 1.D. NO. | | LLC
Pantheon
Securities, | 11
Square
35th
Times | Floor | | | | (No. and Street) | | | | New York | NY | | 10036 | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | | | (Arca Code - Telephone Number) | | | B. ACCOUNT ANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | waterhouse
Coopers
Price | LLP | | | | | (Name - if i11dividual, state fast, jirst. middle name) | | | | Seaport
Blvd
101 | Boston | MA | 02110 | | (Address) | (City) | (State) | (Zip Code) | | CHECK ONE: | | | | | I
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certified Public Accountant | | | | | OPublic Accountant | | | | | | OAccountant not resident in United States or any of its possessions. | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied* ~ *as the basis for the exemption. See Section 240.17a-5(e)(2)* > Potential persons who are to respond to the collectlon of Information contained In this form are not required to respond unless the form displays a currentlyva.lld OMB control number. SEC 141 0 (06-02} {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, Susan Long McAndrews | , swear (or affirm) that, to the best of | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
Pantheon Securities, LLC | | | ~~~~~~~~~~~~~~~~~~~~~~~~~~
of December 31 | ~~~~~~~~~~~~~~~~'as
2019
are true and correct. I further swear (or affirm) that | | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any | account | | classified solely as that of a customer, except as follows: | | | | | | | Signature
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Title | | Notary Public ,. se:
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th~~ | | | This report** contains (check all applicable boxes):
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(a) Facing Page .
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(b) Statement of Financial Condition.
(c) Statement of Income (Loss).
(d) Statement of Changes in Financial Condition.
( e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
(f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. | | | (g) Computation of Net Capital.
(h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3.
(i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3.
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Computation for Determination of the Reserve Requirements Under Exhibit A of Rule l 5c3-3.
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consolidation. | A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule 15c3-1 and the
(k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods
of | | [{] (I) An Oath or Affirmation.
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(m) A copy of the SIPC Supplemental Report.
D | (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous
audit. | | **For conditions of confidential treatment of certain portions of this filing, see section 240.17 a-5(e)(3). | | {3}------------------------------------------------ | A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document. | | | | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--| | State of California | | | | | | | County of San Francisco | | | | | | | Subscribed and sworn to (or affirmed) before me on this _2_4 __
day of February
, 20 20 , by Susan Lonq McAndrews | | | | | | | proved to me on the basis of satisfactory evidence to be the
person(s) who appeared before me. | | | | | | | i-
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·;\~\ | | | | | | {4}------------------------------------------------ ## Pantheon Securities, LLC (A wholly owned subsidiary of Pantheon Ventures Inc.) Index December 31, 2019 | | Page(s) | |------------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm 1 | | | Financial Statement | | | Balance Sheet. 2 | | | Notes to Financial Statement. 3-5 | | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) ## **Report of Independent Registered Public Accounting Firm** To the Member of Pantheon Securities, LLC: ## *Opinion on the Financial Statement* **-** *Balance Sheet* We have audited the accompanying balance sheet of Pantheon Securities, LLC (the "Company") as of December 31, 2019 including the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. ## *Basis for Opinion* The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. i•••••••••• ••••••• ··• ••••••••• •••• •• •••••••• ••••••••••••• •••••••• ••••• ••• ""''\_.\_.\_. ,,,,,,,, ,,,,,,,,,,, ,,, ,,,,,.\_,,,,,,,,.\_,,Hn••,.••• ••••••~•••••• •n ••••••••••••• ••••• ••• •••••••••••••••••••••••• ••• ••••••••••••••• •••••• ••••• Boston, Massachusetts February 26, 2020 We have served as the Company's auditor since 2017. {6}------------------------------------------------ # **BALANCE SHEET December 31, 2019** | Cash | \$
3,088,562 | |-------------------------------------------|------------------| | Due from related parties | 144,999 | | Prepaid expenses and other current assets | 118,923 | | Total assets | \$
3,352,484 | | Accounts payable | 178,514 | | Income taxes payable | 27,740 | | Total liabilities | \$
206,254 | | Total Member's equity | \$
3, 146,230 | | Total Member's equity and liabilities | \$
3,352,484 | {7}------------------------------------------------ # NOTES TO FINANCIAL STATEMENT December 31, 2019 ### 1. Organization and Nature of Business Pantheon Securities, LLC (the "Company"), is a broker-dealer registered with the Securities and Exchange Commission ("SEC") pursuant to Section 15 of the Securities Exchange Act of 1934, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"), and is incorporated under the Laws of the state of Delaware, as of August 24, 2016. The Company's principal business activities are to act primarily as a limited purpose broker-dealer and private placement agent on a "best efforts" basis with respect to the offer and sale of interests in affiliated, private investment funds ("Affiliated Funds") and non-affiliated, private investment funds ("Third Party Funds"). As of December 31, 2019, the Company has not entered into any agreements with Third Party Funds. The Affiliated Funds will generally be advised by Pantheon Ventures (US) LP ("PV US"), an affiliated investment adviser registered with the SEC, as well as other affiliates and/or subadvisors, including Pantheon Ventures (UK) LLP ("PV UK"), an exempt reporting adviser incorporated in England and Wales that is authorized and regulated by the Financial Conduct Authority in the United Kingdom, and Pantheon Ventures (Ireland) DAC, an exempt reporting adviser incorporated in Ireland that is authorized and regulated by the Central Bank of Ireland. The Company also acts as sub-distributor for an affiliated fund of funds, managed by an affiliate of the Company registered under both the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company. The fund, the AMG Pantheon Master Fund, LLC, along with a feeder fund, the AMG Pantheon Fund, LLC (together, the "AMG Fund"), is advised by PV US and distributed on a "best efforts" basis by AMG Distributors, Inc. ("AMGDI"), an affiliated SEC-registered broker-dealer and FINRA member. Each of PV US and PV UK, as applicable, will provide personnel to the Company, as needed ("Leased Employees"). The Company is a wholly-owned subsidiary of Pantheon Ventures Inc. ("Parent"), whose ultimate parent company is Affiliated Managers Group, Inc., an asset management holding company whose stock is listed on the New York Stock Exchange. #### 2. Summary of Significant Accounting Policies The financial statement is prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statement. Actual results could differ from those estimates or assumptions. #### Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and Cash Equivalents are stated at cost, which approximates fair market value, and are classified as Level 1 financial assets. #### Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of prepaid FINRA fees, prepaid state registration fees and the Fidelity Bond. #### Concentrations Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of bank deposits. The Company maintains cash balances with financial institutions, which may exceed the federally insured limit of \$250,000 per institution. {8}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENT December 31, 2019** ### **3. Income Taxes** The Company is a Limited Liability Company and treated as a disregarded entity for income tax reporting purposes. The Internal Revenue Code provides that any income or loss is passed through to the Company's Parent for federal and state income tax purposes. Accordingly, the Company has not provided for state income taxes. The Company's Parent, a C Corporation, files its income tax returns in the U.S. and various state and local jurisdictions. At December 31, 2019, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination is subject to ongoing reevaluation as facts and circumstances may require. The Company remains subject to U.S. federal, state and local income tax audits for all periods subsequent to 2016. The Company is subject to New York City unincorporated business tax. Approximately \$27,740 of such tax was incurred during the year ended December 31, 2019. #### **4. Commitments and Contingencies** The Company is not aware of any contingencies, claims against it or guarantees that would likely result in a liability. ### **5. Regulatory Requirements** The Company is subject to the rules of the SEC, FINRA, the principal exchanges with which it is licensed to transact and SIPC. In particular, the Company is subject to the SEC's Uniform Net Capital Rule (SEC Rule 15c3-1 ). This rule requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As of December 31, 2019, the Company had net capital of \$2,882,308 which was \$2,868,558 above the minimum net capital required of \$13,750. The Company's ratio of aggregate indebtedness to net capital was .072 to 1, as of December 31, 2019. The Company operates as an introducing broker and claims exemption from SEC Rule 15c3-3 under section(k)(2)(i). ## **6. Related Party Transactions** The Company has entered in to a tri-party Third Amended and Restated Services Agreement dated June 30, 2019 (the original Services Agreement was entered into on March 1, 2017) with its affiliates PV US and PV UK (in its entirety, the "Services Agreement" by and among the Company, PV US, and PV UK (PV US and PV UK, referred together as the "Affiliated Companies")). The Company has entered into a Sub-Distribution Agreement dated April 1, 2018 (as amended from time to time) with AMGDI relating to AMG Pantheon Fund, LLC and a Sub-Distribution Agreement dated April 1, 2018 (as amended from time to time) with AMGDI relating to AMG Pantheon Master Fund, LLC. Pursuant to each of the Sub-Distribution Agreements with AMGDI the Company provides certain wholesale marketing and marketing consulting services for the AMG Fund. As of December 31, 2019, the Company has a receivable of \$50,249 from AMGDI. In addition to the above, the Company has entered into two Intra Company Group Agreements each dated as of March 1, 2017 with each of the Affiliated Companies, pursuant to which Pantheon Securities provides distribution services to each of PV US and PV UK. {9}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENT December 31, 2019** Pursuant to the Services Agreement between the Company and the Affiliated Companies, PV US pays the Company a fee equal to 110% of certain service costs as defined in the Services Agreement. The service revenue from PV US totaled \$6,563,379 in 2019, of which \$5,698,167 is reducing the amount due to related parties from the allocated expenses described above. As of December 31, 2019, the Company has a receivable of \$94,750 from PV US. ### **7. Subsequent Events** The Company has determined that no material events or transactions occurred subsequent to December 31, 2019 and through February 26, 2020, the date of the financial statement issuance, which require additional disclosure in the financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.